-----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, GYTBuI7vZtPXKGUNNbZM4/fZuH9f/A3kqFbkNrnZbYmdz4jsTPiJaL8rcIsYhMNN zTnrSrQDTz50vMeMkWU6vg== 0000950129-02-003802.txt : 20020731 0000950129-02-003802.hdr.sgml : 20020731 20020731165351 ACCESSION NUMBER: 0000950129-02-003802 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020730 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020731 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: 02716389 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 h98622e8vk.txt VERITAS DGC INC - DATE OF REPORT: JULY 30, 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 30, 2002 VERITAS DGC INC. (Exact Name of Registrant As Specified In Its Charter) DELAWARE 76-0343152 (State or Other Jurisdiction 001-7427 (I.R.S. Employer of Incorporation) (Commission 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 OTHER EVENTS On July 30, 2002, Veritas DGC Inc. ("Veritas") announced that its Board of Directors had withdrawn its approval and recommendation supporting the previously announced business combination with Petroleum Geo-Services ASA ("PGS"). On July 31, 2002, Veritas announced that the Agreement and Plan of Merger and Exchange Agreement with PGS had been formally terminated. A copy of the press release announcing the Board's action is filed as Exhibit 99.1 hereto and is hereby incorporated herein by reference. A copy of the press release announcing the termination of the agreement is filed as Exhibit 99.2 hereto and is hereby incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press release of Veritas DGC Inc., dated July 30, 2002. 99.2 Press release of Veritas DGC Inc., dated July 31, 2002. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, 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 31, 2002 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press release of Veritas DGC Inc., dated July 30, 2002. 99.2 Press release of Veritas DGC Inc., dated July 31, 2002. EX-99.1 3 h98622exv99w1.txt PRESS RELEASE DATED JULY 30, 2002 EXHIBIT 99.1 [VERITAS LOGO] VERITAS BOARD WITHDRAWS SUPPORT FOR COMBINATION WITH PETROLEUM GEO-SERVICES HOUSTON, TX - JULY 30, 2002 - Veritas DGC Inc. ("Veritas") (NYSE & TSE: VTS) today announced that its Board of Directors has withdrawn its approval and recommendation supporting the previously announced business combination with Petroleum Geo-Services ASA (NYSE: PGO, OSE: PGS). 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. For additional information, please contact: Mindy Ingle, Investor Relations (832) 351-8821 EX-99.2 4 h98622exv99w2.txt PRESS RELEASE DATED JULY 31, 2002 EXHIBIT 99.2 [VERITAS LOGO] MERGER AGREEMENT BETWEEN VERITAS DGC AND PETROLEUM GEO-SERVICES TERMINATED HOUSTON, TX - JULY 31, 2002 - Veritas DGC Inc. ("Veritas") (NYSE & TSE: VTS) today announced that its merger agreement with Petroleum Geo-Services ASA (NYSE: PGO, OSE: PGS) has been formally terminated. 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. # # # For additional information, please contact: Mindy Ingle, Investor Relations (832) 351-8821 -----END PRIVACY-ENHANCED MESSAGE-----