-----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, OfJycwrnpL6QJKFchligFyRb0wvyInZpzyJfWkKTlyUzITQRV27IY6xPOxMd3VRy qTAm+K5rQqE4VkCr7eLWog== 0000902664-98-000014.txt : 19980121 0000902664-98-000014.hdr.sgml : 19980121 ACCESSION NUMBER: 0000902664-98-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980120 SROS: NYSE GROUP MEMBERS: BRAHMAN CAPITAL CORP. GROUP MEMBERS: BRAHMAN INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: BRAHMAN MANAGEMENT, L.L.C. GROUP MEMBERS: BRAHMAN PARTNERS II, L.P. GROUP MEMBERS: BRAHMAN SECURITIES INC GROUP MEMBERS: BY PARTNERS, L.P. GROUP MEMBERS: MITCHELL A. KUFLIK GROUP MEMBERS: PETER A. HOCHFELDER GROUP MEMBERS: ROBERT J. SOBEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL TECHNOLOGY CORP 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 13D/A SEC ACT: SEC FILE NUMBER: 005-35923 FILM NUMBER: 98509424 BUSINESS ADDRESS: STREET 1: 2790 MOSSIDE BLVD CITY: MONROEVILLE STATE: PA ZIP: 15146 BUSINESS PHONE: 4123727701 MAIL ADDRESS: STREET 1: 23456 HAWTHORNE BLVD CITY: TORRANCE STATE: CA ZIP: 90505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRAHMAN SECURITIES INC CENTRAL INDEX KEY: 0000826803 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133443542 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 277 PARK AVENUE 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129411400 MAIL ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) International Technology Corporation (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 460465404 (CUSIP Number) Peter A. Hochfelder c/o Brahman Management, L.L.C. 277 Park Avenue, 26th Floor New York, New York 10172 (212) 941-1400 (Name, address and telephone number of person authorized to receive notices and communications) January 15, 1998 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 460465404 Page 3 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brahman Institutional Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 238,878 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 238,878 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 238,878 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 460465404 Page 4 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BY Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 399,475 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 399,475 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 399,475 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 460465404 Page 5 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brahman Management, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 840,500 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 840,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 840,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% 14 TYPE OF REPORTING PERSON* OO;IA SCHEDULE 13D CUSIP No. 460465404 Page 6 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brahman Capital Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 492,325 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 492,325 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 492,325 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% 14 TYPE OF REPORTING PERSON* CO;IA SCHEDULE 13D CUSIP No. 460465404 Page 7 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter A. Hochfelder 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 933,350 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 933,350 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 933,350 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 460465404 Page 8 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert J. Sobel 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 933,350 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 933,350 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 933,350 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 460465404 Page 9 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mitchell A. Kuflik 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 933,350 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 933,350 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 933,350 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% 14 TYPE OF REPORTING PERSON* IN Page 10 of 18 Pages The Schedule 13D initially filed on January 15, 1998, by the signatories hereto relating to the Common Stock, par value $.01 per share (the "Common Stock"), issued by International Technology Corporation, a Delaware corporation (the "Company"), whose principal executive offices are at 2790 Mosside Boulevard, Monroeville, Pennsylvania 15146-2792 is hereby amended by this Amendment No. 1 to the Schedule 13D as follows: Item 3. Source and Amount of Funds or Other Consideration. - ------ ------------------------------------------------- The first sentence of Item 3 is hereby deleted and the following inserted in its place: Since the initial Schedule 13D filing on January 15, 1998, (i) Brahman II purchased 71,100 shares of Common Stock at a net investment cost of $560,561 (including commissions); (ii) Brahman Institutional purchased 123,300 shares of Common Stock at a net investment cost of $972,007 (including commissions); (iii) BY Partners purchased 181,800 shares of Common Stock at a net investment cost of $1,426,210 (including commissions); and (iv) Brahman Capital purchased 51,500 shares of Common Stock at a net investment cost of $406,019 (including commissions) for the account of Brahman Offshore. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------- Item 5(a) is hereby deleted and the following inserted in its place: (a) As of the close of business on January 19, 1998, (i) Brahman II owns beneficially 202,147 shares of Common Stock, constituting approximately 2.1% of the shares outstanding; (ii) Brahman Institutional owns beneficially Page 11 of 18 Pages 238,878 shares of Common Stock, constituting approximately 2.5% of the shares outstanding; (iii) BY Partners owns beneficially 399,475 shares of Common Stock, constituting approximately 4.1% of the shares outstanding; (iv) Brahman Management owns beneficially 840,500 shares of Common Stock, constituting approximately 8.6% of the shares outstanding (such amounts are inclusive of the amounts reported by Brahman II, BY Partners and Brahman Institutional pursuant to clauses (i)-(iii) herein); (v) Brahman Capital owns beneficially 492,325 shares of Common Stock, constituting approximately 5.1% of the shares outstanding (such amounts are inclusive of the 92,850 shares held for the discretionary account that Brahman Capital manages for Brahman Offshore and 399,475 shares held by BY Partners); and (vi) each of Messrs. Hochfelder, Sobel and Kuflik own beneficially 933,350 shares of Common Stock, constituting approximately 9.6% of the shares outstanding. Brahman Management, Brahman Capital and Messrs. Hochfelder, Sobel and Kuflik own directly no shares of Common Stock. By reason of the provisions of Rule 13d-5(b)(1) under the Act, the Reporting Persons comprising the foregoing group may be deemed to own 933,350 shares, constituting approximately 9.6% of the shares outstanding. The percentages used herein are calculated based upon the 9,733,288 shares of Common Stock stated to be issued and outstanding at October 31, 1997, as reflected in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission for the quarterly period ended September 26, 1997. Page 12 of 18 Pages Item 5(c) is hereby amended to add the following: The trading dates, number of shares purchased or sold and price per share (excluding commissions) for all other transactions by the Reporting Persons during the past 60 days are set forth in Schedule A hereto. All such transactions were open market transactions and were effected on the New York Stock Exchange. Other than those set forth in Schedule A hereto, and in Schedule A to the initial Schedule 13D filing, no transactions were effected by any of the persons named in response to item 5(a) above during such period. Page 13 of 18 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January 20, 1998 BRAHMAN PARTNERS II, L.P. By: BRAHMAN MANAGEMENT, L.L.C. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: Managing Member BRAHMAN INSTITUTIONAL PARTNERS, L.P. By: BRAHMAN MANAGEMENT, L.L.C. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: Managing Member BY PARTNERS, L.P. By: BRAHMAN MANAGEMENT, L.L.C. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: Managing Member BRAHMAN MANAGEMENT, L.L.C. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: Managing Member Page 14 of 18 Pages BRAHMAN CAPITAL CORP. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: President /s/ Peter A. Hochfelder Peter A. Hochfelder /s/ Robert J. Sobel Robert J. Sobel /s/ Mitchell A. Kuflik Mitchell A. Kuflik Page 15 of 18 Pages Schedule A Brahman Partners II, L.P. Transactions in the Common Stock Date of Number of Price Per Share Transaction Shares Purchased (excluding commissions) - ------------------------------------------------------------------------------ 1/15/98 40,200 7.79859 1/15/98 17,300 7.76919 1/16/98 13,600 7.96948 Page 16 of 18 Pages Schedule A Brahman Institutional Partners, L.P. Transactions in the Common Stock Date of Number of Price Per Share Transaction Shares Purchased (excluding commissions) - ------------------------------------------------------------------------------ 1/15/98 70,100 7.79859 1/15/98 30,200 7.76919 1/16/98 23,000 7.96948 Page 17 of 18 Pages Schedule A BY Partners, L.P. Transactions in the Common Stock Date of Number of Price Per Share Transaction Shares Purchased (excluding commissions) - ------------------------------------------------------------------------------ 1/15/98 102,200 7.79859 1/15/98 44,000 7,76919 1/16/98 35,600 7.96948 Page 18 of 18 Pages Schedule A Brahman Capital Corp. for the account of Brahman Partners II Offshore, Ltd. Transactions in the Common Stock Date of Number of Price Per Share Transaction Shares Purchased (excluding commissions) - ------------------------------------------------------------------------------ 1/15/98 29,000 7.79859 1/15/98 12,700 7.76919 1/16/98 9,800 7.96948 -----END PRIVACY-ENHANCED MESSAGE-----