-----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, DdK9G/vfOj/xcjjpSEVn6vi0iRclpvJ7s8UP4qvLy/4ErqKaE3WuHmPpNUiNp3qv CKTmnb7ocPPwaHPGJ9rw0Q== 0000950129-02-003745.txt : 20020726 0000950129-02-003745.hdr.sgml : 20020726 20020726164055 ACCESSION NUMBER: 0000950129-02-003745 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020722 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020726 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: 1934 Act SEC FILE NUMBER: 001-07427 FILM NUMBER: 02712297 BUSINESS ADDRESS: STREET 1: 10300 TOWN PARK DR CITY: HOUSTON STATE: TX ZIP: 77072 BUSINESS PHONE: 7135128300 MAIL ADDRESS: STREET 1: 10300 TOWN PARK DR CITY: HOUSTON STATE: TX ZIP: 77072 FORMER COMPANY: FORMER CONFORMED NAME: DIGICON INC DATE OF NAME CHANGE: 19920703 8-K 1 h98545e8vk.txt VERITAS DGC INC - DATE OF REPORT: JULY 22, 2002 ================================================================================ 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): JULY 22, 2002 VERITAS DGC INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-7427 76-0343152 (State or Other (Commission (I.R.S. Employer Jurisdiction) File No.) Identification No.) 10300 TOWN PARK HOUSTON, TEXAS 77072 (Address of Principal Executive Offices) (Zip Code) 832-351-8300 (Registrant's Telephone Number, Including Area Code) ================================================================================ ITEM 5. OTHER EVENTS On July 22, 2002, Veritas DGC Inc. and Petroleum Geo-Services ASA entered into a second amendment to the Agreement and Plan of Merger and Exchange Agreement dated as of November 26, 2001 and previously amended on June 21, 2002, among PGS, Veritas, VGS Inc., Neptune Holdco LLC and Neptune Mergerco Inc. A copy of the second amendment is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The text of a joint press release issued by PGS and Veritas on July 22, 2002 regarding the second amendment is filed herewith as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.1 Second Amendment to the Agreement and Plan of Merger and Exchange Agreement, dated effective as of July 22, 2002, among Petroleum Geo-Services ASA, Veritas DGC Inc., VGS Inc., Neptune Holdco LLC and Neptune Mergerco Inc. 99.1 Joint press release of PGS and Veritas issued July 22, 2002. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VERITAS DGC INC. (Registrant) /s/ Matthew D. Fitzgerald --------------------------------------------- Matthew D. Fitzgerald Executive Vice President, Chief Financial Officer and Treasurer Date: July 26, 2002 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.1 Second Amendment to the Agreement and Plan of Merger and Exchange Agreement, dated effective as of July 22, 2002, among Petroleum Geo-Services ASA, Veritas DGC Inc., VGS Inc., Neptune Holdco LLC and Neptune Mergerco Inc. 99.1 Joint press release of PGS and Veritas issued July 22, 2002. EX-2.1 3 h98545exv2w1.txt SECOND AMENDMENT TO AGREEMENT & PLAN OF MERGER EXHIBIT 2.1 =============================================================================== SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND EXCHANGE AGREEMENT AMONG PETROLEUM GEO-SERVICES ASA, VERITAS DGC INC., VGS INC., NEPTUNE HOLDCO LLC AND NEPTUNE MERGERCO INC. DATED EFFECTIVE AS OF JULY 22, 2002 =============================================================================== SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND EXCHANGE AGREEMENT THIS SECOND AMENDMENT, DATED EFFECTIVE AS OF JULY 22, 2002 (this "Amendment"), TO THE AGREEMENT AND PLAN OF MERGER AND EXCHANGE AGREEMENT, dated as of November 26, 2001, as amended by the FIRST AMENDMENT dated June 21, 2002 (as so amended, the "Agreement"), is among Petroleum Geo-Services ASA, a Norwegian public limited liability company ("PGS"), Veritas DGC Inc., a Delaware corporation ("Veritas"), VGS Inc. (formerly named Neptune I, Inc.), a Cayman Islands exempted company and a direct, wholly owned subsidiary of Veritas, Neptune Holdco LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of VGS Inc., and Neptune Mergerco Inc., a Delaware corporation and a direct, wholly owned subsidiary of Neptune Holdco LLC. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement. RECITALS WHEREAS, certain parties thereto wish to amend the Agreement in certain respects; WHEREAS, the Boards of Directors of each of PGS, Veritas, VGS Inc., Neptune Holdco LLC and Neptune Mergerco Inc. have determined this Amendment amending and supplementing the Agreement to be advisable and in the best interests of their respective corporations, stockholders and shareholders and to be consistent with, and in furtherance of, their respective business strategies and goals, and by resolutions duly adopted, have approved and adopted this Amendment; NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein and in the Agreement, the parties hereto hereby agree as follows: 1. SECTION 8.8(a) OF THE AGREEMENT The following proviso is hereby added to the end of the third sentence of Section 8.8(a) of the Agreement: "; provided, however, that in no event shall Caymanco request that the staff of the SEC accelerate the effectiveness of the Form S-4 to any date and time occurring prior to the expiration of the Pre-Mailing Determination Period (as defined in Section 10.7)." 2. SECTION 10.7 OF THE AGREEMENT Section 10.7 of the Agreement is hereby amended and restated to provide as follows: "Section 10.7. Additional Right of Termination by PGS or Veritas. This Agreement may be terminated by PGS or Veritas at any time during the five business day -1- period ending August 15, 2002 (the "Pre-Mailing Determination Period"), by action of the Board of Directors of PGS or Veritas, unless, by the date of such termination: (a) Caymanco shall have received commitments for the placement or sale on market terms satisfactory to both Veritas and PGS of equity or equity-linked securities of Caymanco that shall be expected to yield net cash proceeds to Caymanco of not less than $200 million; or (b) PGS shall have consummated the sale of its Atlantis Subsidiary for gross proceeds (including cash proceeds and the assumption of debt) of not less than $195 million; or (c) PGS shall have consummated the sale of assets, which may include but not be limited to its Atlantis Subsidiary, generating gross proceeds (including cash proceeds and the assumption of debt) of not less than $200 million; provided that no such sale of assets, except for those sales disclosed in the PGS Disclosure Letter or the PGS Supplemental Disclosure Letter, may be consummated without Veritas' prior written consent; or (d) any combination of the events referred to in clauses (a) through (c) of this Section 10.7 shall have occurred in such amounts that, when aggregated together, yield (or, in the case of clause (a), are expected to yield) gross proceeds (including cash proceeds and, in the case of asset sales, the assumption of debt) of not less than $200 million. If this Agreement is terminated pursuant to this Section 10.7, the party terminating this Agreement shall pay the other party $7.5 million at the time of such termination to reimburse such party for a portion of its costs and expenses incurred in connection with this transaction." 3. OTHER TERMS OF THE AGREEMENT Except as otherwise provided in this Amendment, all other terms of the Agreement shall remain in full force and effect. All references in the Agreement to "this Agreement" shall be read as references to the Agreement, as amended by this Amendment, but references to the date of the Agreement shall remain references to November 26, 2001. 4. COUNTERPARTS This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto. 5. HEADINGS Headings of the Sections of this Amendment are for the convenience of the parties only and shall be given no substantive or interpretative effect whatsoever. -2- 6. GOVERNING LAW This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws. -3- IN WITNESS WHEREOF, the parties have executed this Amendment and caused the same to be duly delivered on their behalf on the day and year first written above. PETROLEUM GEO-SERVICES ASA By: /s/ Reidar Michaelsen ------------------------------------------ Reidar Michaelsen Chairman of the Board VERITAS DGC INC. By: /s/ David B. Robson ------------------------------------------ David B. Robson Chairman and Chief Executive Officer VGS INC. By: /s/ Matthew D. Fitzgerald ------------------------------------------ Matthew D. Fitzgerald Vice President NEPTUNE HOLDCO LLC By: /s/ David B. Robson ------------------------------------------ David B. Robson President NEPTUNE MERGERCO INC. By: /s/ David B. Robson ------------------------------------------ David B. Robson President -4- EX-99.1 4 h98545exv99w1.txt PRESS RELEASE OF PGS & VERITAS DATED JULY 22, 2002 EXHIBIT 99.1 [PGS LOGO] [VERITAS LOGO] VERITAS DGC AND PETROLEUM GEO-SERVICES SIGN SECOND AMENDMENT TO MERGER AGREEMENT HOUSTON, TX AND OSLO, NORWAY - JULY 22, 2002 - Veritas DGC Inc. ("Veritas") (NYSE & TSE: VTS) and Petroleum Geo-Services ASA ("PGS") (NYSE: PGO, OSE: PGS) today announced that the two companies have signed an amendment to their pending merger agreement to combine the two companies. Veritas and PGS said that as a result of receiving notification from the staff of the Securities and Exchange Commission ("SEC") that the Form S-4 registration statement and proxy statement for the transaction would not be reviewed, the parties agreed to postpone a five business day period during which either side could terminate the transaction from a period tied to finalizing the SEC review and comment process to the five business days ending August 15, 2002. The amendment announced today relates to the parties' right to terminate the transaction upon a payment of $7.5 million, if one of the following events has not occurred: a) sale of the Atlantis subsidiary for at least $195 million; or b) receipt of a commitment for the placement or sale of equity or equity-linked securities that will yield proceeds to the new company of at least $200 million; or c) sale by PGS of other assets for at least $200 million, or d) a combination of equity commitments or asset sales of at least $200 million. Consequently, if neither party elects to exercise its termination right, the transaction will proceed even though none of the above events has occurred. In that case, the mailing of the relevant disclosure materials to the shareholders of Veritas and PGS would be made shortly after August 15, 2002. The transaction remains conditioned upon, among other things, the approval of a majority of Veritas shareholders, listing of the new holding company's shares on the NYSE and customary regulatory approvals, most of which have already been obtained. The transaction also requires 90 percent of PGS shareholders to exchange their shares for the new holding company's shares. Commenting on the amendment, CEOs Dave Robson of Veritas and Reidar Michaelson of PGS, "While we are pleased with the SEC's early response, the companies have not yet had adequate time to explore the availability to the combined company of additional financial resources. To this end, we are currently evaluating several financing alternatives. While we have made great progress thus far, we have not finalized our plans. Therefore, both managements felt it prudent to extend the decision period until August. We remain convinced that the industrial logic behind this combination is extremely positive to both our companies." Veritas DGC Inc. offers the oil and gas industry a comprehensive suite of integrated geophysical services designed to manage exploration risk and enhance drilling and production success worldwide. These services include seismic data acquisition in all environments, data processing, data visualization, data interpretation, reservoir characterization, and extensive non-exclusive seismic data library surveys worldwide. With over 36 years of operating experience, Veritas is one of the world's leading providers of advanced geophysical technologies. Petroleum Geo-Services is a technologically focused oilfield service company principally involved in two businesses: Geophysical Operations and Production Operations. PGS acquires, processes and markets 3D, time-lapse and multi-component seismic data. This data is used by oil and gas companies in the exploration for new reserves, the development of existing reservoirs, and the management of producing oil and gas fields. PGS' advanced geophysical technologies allow oil and gas companies to better characterize and monitor their reservoirs in order to enhance production and ultimate recovery of hydrocarbons. In its Production Operations business, PGS owns four floating production, storage and offloading systems ("FPSOs") and operates numerous offshore production facilities for oil and gas companies. FPSOs permit oil and gas companies to produce from offshore fields more quickly and cost effectively. PGS operates on a worldwide basis with headquarters in Oslo, Norway and Houston, Texas. In connection with the proposed combination transaction, Veritas and a newly formed holding company will file a proxy statement/prospectus with the Securities and Exchange Commission (the "SEC"), and with respect to the proposed exchange offer for PGS shares, Veritas and the new holding company will file a Tender Offer Statement on Schedule TO, which will include a related prospectus, and PGS will file a Solicitation/Recommendation Statement on Schedule 14D-9. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of these documents (when they are available) and other documents filed by Veritas, PGS and the holding company with the SEC at the SEC's web site at www.sec.gov. The proxy statement/prospectus, the tender offer statement and solicitation/recommendation statement (when they are available) and these other documents may also be obtained for free from Veritas or PGS by calling Veritas at (832) 351-8821 or PGS at (281) 589-7935. This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These statements are not guarantees of future performance, involve certain risks, uncertainties, and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. Factors discussed in PGS' and Veritas's periodic filings with the SEC, including their Annual Reports on Form 20-F (PGS) or Form 10-K (Veritas), PGS' most recent Reports on Form 6-K and Veritas' most recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, could cause actual results to differ materially from those described in the forward-looking statements. PGS and Veritas are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise. # # # PGS CONTACTS: J. Chris Boswell, SVP & CFO Sam R. Morrow, SVP Finance & Treasurer Phone: 281-589-7935 Dag W. Reynolds, Director European IR Phone: +47 67 52 66 00 VERITAS CONTACTS: Matthew Fitzgerald, SVP, CFO and Treasurer Rene VandenBrand, VP Business Development Mindy Ingle, Investor Relations Phone: 832-351-8821 -----END PRIVACY-ENHANCED MESSAGE-----