-----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, Wmn5Yzqa77U1UQPvgoG4cT/tXZzrRaY/d9vhD9lKrZWPuJed5WODPrj6QRmucDaO hSx/+30Tqxm1ZHs7gVRbaQ== 0001104659-07-002831.txt : 20070117 0001104659-07-002831.hdr.sgml : 20070117 20070117124859 ACCESSION NUMBER: 0001104659-07-002831 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070112 FILED AS OF DATE: 20070117 DATE AS OF CHANGE: 20070117 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BALDWIN MARK E CENTRAL INDEX KEY: 0001230129 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07427 FILM NUMBER: 07534264 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREET 2: SUITE 6000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 8323518866 MAIL ADDRESS: STREET 1: VERITAS DGC INC. STREET 2: 10300 TOWN PARK DR. CITY: HOUSTON STATE: TX ZIP: 77072 4 1 a4.xml 4 X0202 4 2007-01-12 1 0000028866 VERITAS DGC INC VTS 0001230129 BALDWIN MARK E 10300 TOWN PARK DRIVE HOUSTON TX 77072 0 1 0 0 Executive VP, CFO & Treasurer Common Stock 2007-01-12 4 F 0 1165 83.33 D 20078 D Common Stock 2007-01-12 4 D 0 20078 0 D 0 D Non-Qualified Stock Option (right to buy) 31.94 2007-01-12 4 D 0 15000 0 D 2010-10-17 Common Stock 15000 0 D Pursuant to the terms of the Agreement and Plan of Merger dated as of September 4, 2006 (the "Merger Agreement") by and among Compagnie Generale de Geophysique ("CGG"), Volnay Acquisition Co. I, Volnay Acquisition Co. II and Veritas DGC Inc. ("Veritas"), at the effective time of the merger contemplated therein, each outstanding share of Veritas common stock, par value $.01 per share ("Veritas Common Stock"), was converted into the right to receive either a number of CGG ADSs or an amount of cash, subject to possible allocation. The value of the merger consideration to be received with respect to each share of Veritas common stock will be approximately $85.50 per share for any shares of Veritas common stock exchanged for cash and 2.0097 CGG ADSs for each share of Veritas common stock exchanged for CGG ADSs. The merger consideration that the reporting person will receive with respect to 6,781 of the shares shown above will remain subject to further restrictions following the closing of the merger and will vest on July 31, 2008. Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of merger, each stock option granted by Veritas to purchase shares of Veritas Common Stock pursuant to the stock option plan that is outstanding and unexercised immediately prior to the effective time of the merger, whether or not vested, will be cancelled and converted into the right to receive, for each share of Veritas Common Stock subject to such stock option immediately prior to such cancellation and conversion, an amount in cash equal to the excess, if any, of $85.50 over the exercise price per share under such stock option immediately prior to such cancellation and conversion (less any applicable withholding taxes). This Option provided for vesting in three equal annual installments beginning 10/17/2006. Mark E. Baldwin 2007-01-16 -----END PRIVACY-ENHANCED MESSAGE-----