-----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, VR731U2n/PQSxbWlb7LTVGLeOuSVMidQKexf8bQi9mfCA4sABpFxhMFyc56Q890T 47nVFUjtKW1smS/MDViOkg== 0000898430-99-002515.txt : 19990616 0000898430-99-002515.hdr.sgml : 19990616 ACCESSION NUMBER: 0000898430-99-002515 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990615 GROUP MEMBERS: IT GROUP INC GROUP MEMBERS: SEISMIC ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMCON CENTRAL INDEX KEY: 0000819977 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 941738964 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-39060 FILM NUMBER: 99646975 BUSINESS ADDRESS: STREET 1: 1433 NORTH MARKET BLVD STE 2 STREET 2: P O BOX 349014 CITY: SACRAMENTO STATE: CA ZIP: 95834 BUSINESS PHONE: 9169281090 MAIL ADDRESS: STREET 1: P O BOX 349014 STREET 2: STE 1200 CITY: SACRAMENTO STATE: CA ZIP: 95834-9014 FORMER COMPANY: FORMER CONFORMED NAME: EMCON ASSOCIATES /CA/ DATE OF NAME CHANGE: 19910611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IT GROUP INC 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 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL TECHNOLOGY CORP DATE OF NAME CHANGE: 19920703 SC 14D1/A 1 SCHEDULE 14D-1/AMENDMENT #2 TO SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- SCHEDULE 14D-1 (AMENDMENT NO. 2) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 EMCON (Name of Subject Company) THE IT GROUP, INC. SEISMIC ACQUISITION CORPORATION (Bidder) Common Stock, no par value per share (Title of Class of Securities) 290843 10 1 (CUSIP Number of Class of Securities) Anthony J. DeLuca President and Chief Executive Officer The IT Group, Inc. 2790 Mosside Boulevard Monroeville, Pennsylvania 15146-2792 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) COPIES TO: Peter F. Ziegler, Esq. Paul A. Blumenstein, Esq. Gibson, Dunn & Crutcher LLP Gerald S. Walters, Esq. 333 South Grand Avenue Gray Cary Ware & Freidenrich LLP Los Angeles, California 90071 400 Hamilton Avenue (213) 229-7000 Palo Alto, California 94301 (650) 328-6561 Calculation of Filing Fee ================================================================================ Transaction valuation Amount of filing fee - -------------------------------------------------------------------------------- $64,105,553* $12,822** - -------------------------------------------------------------------------------- * For purposes of fee calculation only. The total transaction value assumes the purchase in cash, at an offer price of $6.75 per Share, an aggregate of (i) 8,340,669 Shares issued and outstanding and (ii) 1,156,450 Shares issuable pursuant to outstanding options with an exercise price less than the offer price of $6.75 per Share. ** The amount of the filing fee, calculated in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934, as amended, 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 CUSIP NO. 290843 10 1 14D-1 - --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS The IT Group, Inc.: I.R.S. No.: 33-0001212 Seismic Acquisition Corporation: I.R.S. No.: 25-1835135 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS BK and/or WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [_] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The IT Group, Inc. - Incorporated in the State of Delaware Seismic Acquisition Corporation - Incorporated in the State of California - -------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON The IT Group, Inc. - Indirectly 7,864,301 -------------- Seismic Acquisition Corporation - Directly 7,864,301 ---------------- - -------------------------------------------------------------------------------- 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 94.2% - -------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON The IT Group, Inc. - CO Seismic Acquisition Corporation - CO - -------------------------------------------------------------------------------- This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1, dated May 17, 1999 (the "Schedule 14D-1"), of Seismic Acquisition Corporation, a California corporation (the "Purchaser"), and The IT Group, Inc., a Delaware corporation ("Parent"), filed in connection with the Purchaser's offer to purchase all issued and outstanding shares (each a "Share") of Common Stock, no par value per Share, of EMCON, a California 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, dated May 17, 1999 (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 Monday, June 14, 1999, the Offer expired. Based on preliminary information provided by the Depositary for the Offer, Parent reported that as of the expiration of the Offer, 7,864,301 Shares were properly tendered and not withdrawn pursuant to the Offer (including approximately 83,516 Shares subject to guaranteed delivery). Purchaser has accepted for payment, and has notified the Depositary to promptly pay for all such Shares at the purchase price of $6.75 per Share in cash without interest. As a result of the consummation of the Offer, Purchaser owns approximately 94.2% 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)(11) Press release, dated June 15, 1999 issued by Parent, 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 No. 2 to the Tender Offer Statement is true, complete and correct. Dated: June 15, 1999 SEISMIC ACQUISITION CORPORATION By /s/ James G. Kirk -------------------------------- James G. Kirk President and Chief Executive Officer SIGNATURE After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 2 to the Tender Offer Statement is true, complete and correct. Dated: June 15, 1999 THE IT GROUP, INC. By /s/ James G. Kirk --------------------------------- James G. Kirk Vice President, General Counsel and Secretary 3 EXHIBIT INDEX ------------- Exhibit No. Description - ---------- ----------- (a)(11) Press release, dated June 15, 1999 issued by Parent, announcing the expiration of the Offer, the acceptance for payment of the Shares and the plan to consummate the merger. 4 EX-99.(A)(11) 2 PRESS RELEASE DATED JUNE 15, 1999 EXHIBIT (a)(11) Tuesday June 15, 9:24 am Eastern Time Investor Contact: Richard R. Conte (412) 372-7701 Media Contact: William L. Mulvey (202) 682-1147 THE IT GROUP COMPLETES TENDER OFFER FOR EMCON ANNOUNCES PROMPT MERGER Pittsburgh, Pennsylvania -- June 15, 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 EMCON (NASDAQ: MCON). The tender offer expired at 12:00 Midnight, New York City time, on Monday, June 14, 1999. Pursuant to the cash tender offer, The IT Group has accepted for payment all of the tendered Shares (approximately 94.2%, or 7,864,301 Shares of the outstanding 8,346,919 shares of EMCON were tendered) and has instructed the depositary for the offer to pay promptly for such Shares at the purchase price of $6.75 per Share in cash. Pursuant to the related Agreement and Plan of Merger, dated May 10, 1999, The IT Group announced that it intends to acquire the balance of the EMCON shares promptly in a short form cash merger at $6.75 per share. The integration of EMCON into The IT Group as a wholly owned subsidiary is underway. Anthony J. DeLuca, chief executive officer and president of The IT Group, said, "Our integration planning is near completion and we are confident of achieving our projected synergy target of $12 million as we rapidly implement our plans. Our combined resources will put us in a leadership position in the solid waste services market." The IT Group, Inc. is a leading provider of diversified, valued-added services in the areas of environmental consulting, facilities management, engineering & construction and remediation. The IT Group's common stock and depositary shares are traded on the New York Stock Exchange under the symbols ITX and ITXpr, respectively. More information on The IT Group can be found on the Internet at www.theitgroup.com. ------------------ Statements regarding the intentions, beliefs, expectations or predictions of The IT Group and its management, including, but not limited to, those statements denoted by the words "anticipate," "believe," "expect," "should," and similar expressions (including "confidence") are forward- looking statements that reflect the current views of The IT Group and its management about future events and are subject to certain risks, uncertainties and assumptions. Actual results could differ materially from those projected in such forward-looking statements as a result of a number of factors, including, but not limited to, competition and pricing pressures, bidding opportunities and success, project results, funding of backlog, the effects of the integration of EMCON and the Company's other major acquisitions and the achievement of expected synergies there from, and industry-wide factors. -----END PRIVACY-ENHANCED MESSAGE-----