Filed pursuant to Rule 424(b)(3)
PROSPECTUS, DATED NOVEMBER 5, 2003 Registration No. 333-110033
VERITAS DGC INC.
61,576 SHARES
COMMON STOCK, PAR VALUE $.01 PER SHARE
This prospectus relates to the offering of up to 61,576 shares of our
common stock, par value $.01 per share.
The selling stockholders named on page 5 of this prospectus hold the shares
of common stock offered hereunder.
We will not receive any of the proceeds from the sale of the shares by the
selling stockholders. We have agreed to bear all expenses, including
registration and filing fees, printing expenses and certain fees and
disbursements of our counsel and accountants (other than selling discounts and
commissions) in connection with the registration and sale of the shares being
offered by the selling stockholders. We have agreed to indemnify the selling
stockholders against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
Our common stock is listed on the New York Stock Exchange under the trading
symbol "VTS" and on the Toronto Stock Exchange under the symbol "VER." Any
common stock sold pursuant to this prospectus will be listed on those exchanges,
subject to official notice of issuance. On October 24, 2003 the last reported
sales price for our common stock on the New York Stock Exchange was $8.25 per
share.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS BEFORE INVESTING
IN THE COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE DISTRIBUTED UNDER THIS
PROSPECTUS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS....................................... 1
ABOUT VERITAS DGC INC....................................... 1
RISK FACTORS................................................ 2
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS....... 4
USE OF PROCEEDS............................................. 5
SELLING STOCKHOLDERS........................................ 5
PLAN OF DISTRIBUTION........................................ 6
LEGAL MATTERS............................................... 7
EXPERTS..................................................... 7
WHERE YOU CAN FIND MORE INFORMATION......................... 7
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 8
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No person has been authorized to give any information or to make any
representation contained or incorporated by reference in this prospectus and, if
given or made, such information or representation must not be relied upon as
having been authorized by our company. This prospectus does not constitute an
offer to sell or a solicitation of any offer to buy any securities other than
the common stock offered by this prospectus, or an offer to sell or a
solicitation of an offer to buy the common stock in any jurisdiction to or from
any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this prospectus nor any sale made under
this prospectus will under any circumstances create any implication that there
has been no change in our affairs since the date of this prospectus or that the
information contained herein is correct as of any time subsequent to the date of
this prospectus.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under the shelf registration process, the selling stockholders may, from time to
time, offer shares of our common stock that are owned by them and covered by
this prospectus. Each time the selling stockholders offer common stock under
this prospectus, they will provide a prospectus supplement, if required, that
will contain specific information about the terms of that offering. You should
read this prospectus and any prospectus supplement together with the additional
information described in "Where You Can Find More Information" on page 7.
The selling stockholders may offer the common stock in amounts, at prices,
and on terms determined at the time of offering.
ABOUT VERITAS DGC INC.
GENERAL
We are a leading provider of integrated geophysical services to the
petroleum industry worldwide. Our customers include major, national and
independent oil and gas companies that utilize geophysical technologies to:
- Identify new areas where subsurface conditions are favorable for the
production of hydrocarbons.
- Determine the size and structure of previously identified oil and gas
fields.
- Optimize development and production of hydrocarbon reserves.
We acquire, process and interpret geophysical data and produce geophysical
surveys that are either 2D or 3D images of the subsurface geology in the survey
area. We also produce 4D surveys, which record fluid movement in the reservoir,
by repeating specific 3D surveys over time. Additionally, we use geophysical
data for reservoir characterization to enable our customers to maximize their
recovery of oil and natural gas.
The address of our executive offices is 10300 Town Park Drive, Houston,
Texas 77072, and our telephone number is (832) 351-8300.
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RISK FACTORS
An investment in our common stock is subject to a number of risks,
including those discussed below. You should carefully consider these risks and
the other information included or incorporated by reference is in this
prospectus before deciding whether an investment in the common stock is
appropriate for you.
AS A PROVIDER OF GEOPHYSICAL TECHNOLOGIES, OUR BUSINESS IS SUBSTANTIALLY
DEPENDENT ON THE LEVEL OF CAPITAL EXPENDITURES BY OIL AND GAS COMPANIES.
Capital expenditures by oil and gas companies are affected by several
factors including actual and forecast petroleum commodity prices and the
companies' own short term and strategic plans. These capital expenditures may
also be affected by worldwide economic conditions. Should there be a sustained
period of substantially reduced capital expenditures by oil and gas companies
the demand for geophysical services likely will drop and there will be an
adverse effect on our results of operations and cash flow during the affected
period. Recently, many of our customers have been using a substantial portion of
their discretionary cash to pay down debt, buy back their stock, drill low-risk
prospects and maximize production from existing fields rather than exploring for
new prospects. We do not see any indication that this spending pattern will
change much in the next 12 to 18 months.
WEAK DEMAND OR TECHNOLOGICAL OBSOLESCENCE COULD IMPAIR THE VALUE OF OUR
MULTI-CLIENT DATA LIBRARY.
We have invested significant amounts in acquiring and processing
multi-client data and expect to continue to do so for the foreseeable future.
There is no assurance that we will recover all the costs of such surveys.
Technological, regulatory or other industry or general economic developments
could render all or portions of our multi-client data library obsolete or reduce
its value. For example, in fiscal 2003 and fiscal 2002 we incurred $4.9 million
and $55.2 million, respectively, in impairment charges related to slow moving
surveys in our multi-client library. These surveys were found to be impaired for
various reasons, including slow acreage turnover in the case of U.S. land
surveys, a border dispute in the case of a Shetland-Faroes survey and excessive
acquisition cost in the case of a Gulf of Mexico survey.
WE ARE DEPENDENT ON ACHIEVING AND MAINTAINING TECHNOLOGICAL ADVANCES, WHICH
CREATES RISKS REGARDING TECHNOLOGICAL OBSOLESCENCE, REQUIREMENTS FOR SUBSTANTIAL
FUTURE CAPITAL EXPENDITURES, THE UNAVAILABILITY OF NECESSARY TECHNOLOGY AND THE
FAILURE OF NEW TECHNOLOGIES.
The development of geophysical data acquisition and processing equipment
has been characterized by rapid technological advancements in recent years. We
expect this trend to continue. We will be required to invest substantial capital
in the future to maintain our technology. Furthermore, manufacturers of
geophysical equipment may develop new systems that render our equipment, even if
recently acquired, obsolete or less desirable, requiring significant additional
capital expenditures. Since some of our competitors are themselves leading
designers and manufacturers of seismic equipment, we may not have access to
their technology. Even if critical new and advanced equipment is available to
us, we may not have funds available or be able to obtain necessary financing on
acceptable terms to acquire it. Further, any investment we may make in a
perceived technological advance may not be effective, economically successful or
otherwise accepted in the market.
WE FACE INTENSE COMPETITION IN OUR INDUSTRY, WHICH COULD ADVERSELY AFFECT OUR
RESULTS.
Competition among geophysical service providers historically has been, and
will continue to be, intense. Competitive factors in recent years have included
price, crew experience, equipment availability, technological expertise and
reputation for quality, safety and dependability. Some of our competitors
operate substantially more data acquisition crews and have significantly greater
financial and other resources than we do. These larger and better-financed
operators could enjoy an advantage over us in a competitive environment for
contract awards and data sales and in the development of new technologies. Other
competitors operate with extremely low overhead and compete vigorously on price
in certain markets where that is the determining factor in awarding work. These
low-cost competitors can have a competitive advantage over us in these markets.
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HIGH FIXED COSTS COULD RESULT IN OPERATING LOSSES.
Our business has high fixed costs. As a result, downtime or low
productivity due to reduced demand, weather interruptions, equipment failures or
other causes can result in significant operating losses. Low utilization rates
may hamper our ability to recover the cost of necessary capital investments.
OUR REVENUES ARE SUBJECT TO FLUCTUATIONS THAT ARE BEYOND OUR CONTROL, WHICH
COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS IN ANY FINANCIAL PERIOD.
Our operating results vary in material respects from quarter to quarter and
will most probably continue to do so in the future. Factors that cause
variations include the timing of the receipt and commencement of contracts for
data acquisition, customers' budgetary cycles, the timing of offshore lease
sales and the effect of such timing on the demand for geophysical activities,
seasonal factors and the timing of sales of geophysical data from our
multi-client data library, which may be significant to us and which are not
typically made in a linear or consistent pattern. Combined with our high fixed
costs, these revenue fluctuations could produce unexpected adverse results of
operations in any fiscal period.
WE MAY BE UNABLE TO ATTRACT AND RETAIN KEY EMPLOYEES, WHICH COULD ADVERSELY
AFFECT OUR BUSINESS.
Our success depends upon attracting and retaining highly skilled
professionals and other technical personnel. A number of our employees are
highly skilled scientists and highly trained technicians, and our failure to
continue to attract and retain such individuals could adversely affect our
ability to compete in the geophysical services industry. We may confront
significant and potentially adverse competition for key personnel, particularly
during periods of increased demand for geophysical services. In addition, our
success will depend to a significant extent upon the abilities and efforts of
members of our senior management, the loss of whom could adversely affect our
business. Of relevance to this risk factor, our Chairman of the Board and Chief
Executive Officer, David B. Robson, has announced his intention to resign and
our Board of Directors has initiated a search for his replacement.
WE FACE RISKS ASSOCIATED WITH OUR FOREIGN REVENUE GENERATING ACTIVITIES.
Substantial portions of our revenues are derived from foreign activities
and, as a result, significant portions of our revenues are denominated in
foreign currencies. These revenues are impacted by foreign currency
fluctuations. In addition, net assets reflected on the balance sheets of our
foreign subsidiaries, and therefore on our consolidated balance sheet, are
subject to currency fluctuations. Foreign revenues are also subject to special
risks that may disrupt markets, including the risk of war, terrorism, civil
disturbances, embargo, and government activities. Revenue generating activities
in certain foreign countries may require prior United States government approval
in the form of an export license and otherwise be subject to tariffs and
import/export restrictions. There can be no assurance that we will not
experience difficulties in connection with future foreign revenues and, in
particular, adverse effects from foreign currency fluctuations.
WE OPERATE UNDER HAZARDOUS CONDITIONS THAT SUBJECT US TO RISK OF DAMAGE TO
PROPERTY OR PERSONAL INJURIES AND MAY INTERRUPT OUR BUSINESS.
Our seismic data acquisition activities involve operating under extreme
weather and other hazardous conditions. These operations are subject to risks of
loss to property and injury to personnel from fires, accidental explosions, ice
floes, and high seas. These events could result in an interruption of our
business or significant liability. We may not obtain insurance against all risks
or for certain equipment located from time to time in certain areas of the
world.
THE TRADING PRICE OF OUR SECURITIES COULD BE SUBJECT TO SIGNIFICANT
FLUCTUATIONS.
The trading prices of our securities fluctuate. Factors such as
fluctuations in our financial performance, and that of our competitors, as well
as general market conditions could have a significant impact on the future
trading prices of our securities. The trading prices also may be affected by
weakness in oil prices, changes in
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interest rates and other factors beyond our control. These factors may have an
adverse effect on the trading price of our securities.
OUR BUSINESS IS SUBJECT TO GOVERNMENTAL REGULATION, WHICH MAY ADVERSELY AFFECT
OUR FUTURE OPERATIONS OR ACCOUNTING FOR THEM.
Our operations are subject to a variety of federal, provincial, state,
foreign and local laws and regulations, including environmental laws. We invest
financial and managerial resources to comply with these laws and related permit
requirements. Failure to timely obtain the required permits may result in crew
downtime and operating losses. Because laws and regulations change frequently,
we cannot predict the impact of government regulations on our future operations.
The adoption of laws and regulations that have the effect of curtailing
exploration by oil and gas companies could also adversely affect our operations
by reducing the demand for our geophysical services.
We follow the generally accepted accounting principles of the United States
(GAAP) as promulgated and/or enforced by the Financial Accounting Standards
Board, the Securities and Exchange Commission and other organizations. GAAP is
subject to change, with such changes occurring at a rapid rate in recent years.
Changes in GAAP can affect the reporting of our future results. For example, we
do not currently expense stock options granted to our employees and directors.
It is possible that the accounting rules will change, directing us to expense
stock options. This could reduce the reported earnings of the company.
CERTAIN PROVISIONS OF OUR CHARTER, DELAWARE LAW AND OUR SHAREHOLDER RIGHTS PLAN
MAY MAKE IT DIFFICULT FOR A THIRD PARTY TO ACQUIRE US, EVEN IN SITUATIONS THAT
MAY BE VIEWED AS DESIRABLE BY OUR STOCKHOLDERS.
The General Corporation Law of the State of Delaware contains provisions
that may delay or prevent an attempt by a third party to acquire control of the
company. Our certificate of incorporation and bylaws contain provisions that
authorize the issuance of preferred stock, and establish advance notice
requirements for director nominations and actions to be taken at stockholder
meetings. These provisions could also discourage or impede a tender offer, proxy
contest or other similar transaction involving control of us, even if viewed
favorably by stockholders. In addition, we have adopted a stockholder rights
plan that would likely discourage a hostile attempt to acquire control of us.
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference contain
forward-looking statements, within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
statements include statements incorporated by reference to other documents we
file with the SEC. Forward-looking statements include, among other things,
business strategy and expectations concerning industry conditions, market
position, future operations, margins, profitability, liquidity and capital
resources. Forward-looking statements generally can be identified by the use of
terminology such as "may," "will," "expect," "intend," "estimate," "anticipate"
or "believe" or similar expressions or the negatives thereof. These expectations
are based on management's assumptions and current beliefs based on currently
available information. Although we believe that the expectations reflected in
such statements are reasonable, we can give no assurance that such expectations
will be correct. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this prospectus.
Our operations are subject to a number of uncertainties, risks and other
influences, many of which are outside our control, and any one of which, or a
combination of which, could cause our actual results of operations to differ
materially from the forward-looking statements. Important factors that could
cause actual results to differ materially from our expectations are disclosed in
"Risk Factors" and elsewhere in this prospectus.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock covered
by this prospectus.
SELLING STOCKHOLDERS
We have filed a registration statement on Form S-3 with the SEC, of which
this prospectus forms a part, pursuant to registration rights we granted to the
selling stockholders upon the issuance of their respective shares.
All of the shares of common stock offered under this prospectus are being
offered and sold by the selling stockholders listed in the table below. In
addition, the selling stockholders include any donees, pledgees, transferees or
other successors-in-interest selling shares received after the date of this
prospectus from a selling stockholder named below as a gift, pledge, partnership
distribution or other non-sale related transfer. Except as previously described,
no offer or sale under this prospectus may be made by a holder of the shares of
common stock, unless that holder is listed in the table below. The selling
stockholders may offer pursuant to this prospectus only those shares of common
stock listed below. The shares of common stock reflected below in the column
entitled "Number of Shares Being Offered" are restricted securities within the
meaning of Rule 144 of the Securities Act because they were issued in private
placement transactions exempt from the registration requirements of the
Securities Act.
The shares of common stock reflected below in the column entitled "Number
of Shares Being Offered" were issued to the selling stockholders on September
15, 2003 in connection with our acquisition of the two-thirds of the outstanding
member interests of Fairweather Geophysical LLC ("Fairweather") not owned by us,
pursuant to a Member Interest Purchase Agreement, dated December 7, 2000, among
the selling stockholders, Veritas DGC Inc. ("Veritas DGC") and one of our
subsidiaries (the "Agreement"). We acquired the other one third of the member
interests of Fairweather from the selling stockholders on December 7, 2000 in
exchange for an aggregate of 20,243 shares of our common stock. We are filing
this registration statement in accordance with registration rights we granted to
the selling stockholders under the Agreement.
The information in the table reflects information as of September 15, 2003
with respect to the selling stockholders. Except as disclosed in the footnotes
to the table, no selling stockholder has held any position, office or other
material relationship with us or our affiliates during the past three years.
We prepared the table based on the information supplied to us by the
selling stockholders named in the table.
NUMBER OF SHARES OF NUMBER OF SHARES OF
COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED NUMBER OF SHARES BENEFICIALLY OWNED
NAME PRIOR TO THE OFFERING(1) BEING OFFERED AFTER THE OFFERING(2)
---- ------------------------ ---------------- ---------------------
Jeff H. Hastings(3)............. 26,170 26,170 -0-
Fairweather, Inc.(4)............ 25,554 25,554 -0-
Robert L. Costello.............. 4,618 4,618 -0-
Ted K. Smith.................... 4,618 4,618 -0-
Sherron G. Perry(5)............. 616 616 -0-
Total......................... 61,576 61,576 -0-
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(1) Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to
securities. Unless otherwise indicated below, the persons and entities named
in the table have sole voting and sole investment power with respect to all
shares beneficially owned, subject to community property laws where
applicable.
(2) Assumes each selling stockholder sells all of the shares of common stock
offered under this prospectus.
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(3) As of the date of this filing, Mr. Hastings remains president of
Fairweather, which is now a wholly owned subsidiary of Veritas DGC.
(4) Fairweather, Inc. is a separate company owned by Sherron G. Perry and was
not part of the acquisition of Fairweather Geophysical LLC.
(5) Mr. Perry is vice president of Fairweather.
PLAN OF DISTRIBUTION
The selling stockholders may from time to time offer the shares of common
stock listed in the preceding section through brokers, dealers or agents who may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders and/or the purchasers of the shares of common stock for
whom they may act as agent. In effecting sales, broker-dealers that are engaged
by the selling stockholders may arrange for other broker-dealers to participate.
The selling stockholders and any such brokers, dealers or agents who participate
in the distribution of the shares of common stock may be deemed to be
underwriters, and any profits on the sale of the shares of common stock by them
and any discounts, commissions or concessions received by any such brokers,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act.
The selling stockholders will act independently of Veritas DGC in making
decisions with respect to the timing, manner and size of each sale. These sales
may be made over the New York Stock Exchange or otherwise, at then prevailing
market prices, at prices related to prevailing market prices or at negotiated
prices. The shares of common stock may be sold according to one or more of the
following methods:
- a block trade in which the broker or dealer so engaged will attempt to
sell the shares of common stock as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
- purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this prospectus;
- an over-the-counter distribution in accordance with the Nasdaq rules;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
- privately negotiated transactions.
A selling stockholder may decide not to sell any shares. We cannot assure
you that any selling stockholder will use this prospectus to sell any or all of
the shares. Any shares covered by this prospectus that quality for sale pursuant
to Rule 144 of the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus. In addition, a selling stockholder may transfer,
devise or gift the shares by other means not described in this prospectus.
Some persons participating in this offering may engage in transactions that
stabilize, maintain or otherwise affect the price of our common stock, including
the entry of stabilizing bids or syndicate covering transactions or the
imposition of penalty bids. The selling stockholders and any other person
participating in such distribution will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder including, without
limitation, Regulation M, which regulation may limit the timing of purchases and
sales of any of the shares of common stock by the selling stockholders and any
other person. The anti-manipulation rules under the Exchange Act may apply to
sales of shares of common stock in the market and to the activities of the
selling stockholders and their affiliates. Furthermore, Regulation M of the
Exchange Act may restrict the ability of any person engaged in the distribution
of the shares of common stock to engage in market-making activities with respect
to the particular shares of common stock being distributed for a period of up to
five business days prior to the commencement of such distribution. All of the
foregoing may affect the marketability of the shares of common stock and the
ability of any person or entity to engage in market-making activities with
respect to the shares of common stock.
Rules 101 and 102 of Regulation M under the Exchange Act, among other
things, generally prohibit certain participants in a distribution from bidding
for or purchasing for an account in which the participant has
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a beneficial interest, any of the securities that are the subject of the
distribution. Rule 104 of Regulation M governs bids and purchases made to
stabilize the price of a security in connection with a distribution of the
security.
In connection with distributions of the shares of common stock or
otherwise, the selling stockholders may enter into hedging transactions with
broker-dealers. In connection with these transactions, broker-dealers may engage
in short sales of the shares of common stock registered hereunder in the course
of hedging the positions they assume with selling stockholders. The selling
stockholders may also sell shares of common stock short and redeliver the shares
of common stock to close out such short positions. The selling stockholders may
also enter into option or other transactions with broker-dealers which require
the delivery to the broker-dealer of the shares of common stock registered
hereunder, which the broker-dealer may resell or otherwise transfer pursuant to
this prospectus. Selling stockholders may also loan or pledge the shares of
common stock registered hereunder to a broker-dealer and the broker-dealer may
sell the shares of common stock so loaned or, upon a default, the broker-dealer
may effect sales of the pledged shares of common stock pursuant to this
prospectus.
We have agreed to pay the expenses of registering the shares of common
stock under the Securities Act, including registration and filing fees, printing
expenses, administrative expenses and certain legal and accounting fees. Each of
the selling stockholders will bear its pro rata share of all discounts,
commissions or other amounts payable to underwriters, dealers or agents as well
as fees and disbursements for legal counsel retained by any selling stockholder.
We have agreed to indemnify each of the selling stockholders against
specified liabilities in connection with the offering of the shares of common
stock, including liabilities arising under the Securities Act.
At any time a particular offer of the shares of common stock is made, a
revised prospectus or prospectus supplement will be distributed if required by
law. Any required prospectus supplement or post-effective amendment will be
filed with the SEC to reflect the disclosure of required additional information
with respect to the distribution of the shares of common stock. Under the terms
of the agreement giving rise to the selling stockholders being permitted to
include their shares in this prospectus, we may suspend the period of sale or
distribution of the shares at any time when we reasonably believe that the sale
or distribution of shares under this prospectus would adversely affect a pending
or proposed public offering of our securities, an acquisition, merger,
recapitalization, consolidation, reorganization or similar transaction relating
to us or negotiations, discussions or pending proposals with respect thereto or
would require premature disclosure of information not otherwise required to be
disclosed to our potential detriment.
LEGAL MATTERS
Certain legal matters with respect to the validity of the common stock
offered hereby will be passed upon for us by Vinson & Elkins L.L.P., Houston,
Texas.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Veritas DGC for the year ended
July 31, 2003, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 registering
the shares of common stock offered by the selling stockholders. This prospectus,
which is a part of the registration statement, omits certain information
included in the registration statement.
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Veritas DGC files annual, quarterly and other reports and other information
with the SEC. You may read and copy any document we file with the SEC, including
the registration statement, at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. Please call the SEC at 1-800-732-0330 for further
information on their public reference rooms. Our SEC filings are also available
at the SEC's web site at http://www.sec.gov. You can also obtain information
about us at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus incorporates documents by reference that are not presented
in or delivered with it. This means that Veritas DGC can disclose certain
information by referring a reader to certain documents. These documents (other
than exhibits to such documents unless specifically incorporated by reference)
are available, without charge, upon written or oral request directed to Larry L.
Worden, Veritas DGC Inc., at Veritas DGC's principal executive offices located
at 10300 Town Park Drive, Houston, Texas 77072; telephone (832) 351-8300.
The following documents, which have been filed by Veritas DGC with the SEC
pursuant to the Exchange Act (File No. 1-7427), are incorporated in this
prospectus by reference and shall be deemed to be a part hereof, other than
information under Item 9 or 12 of any Current Report on Form 8-K:
(a) Annual Report on Form 10-K for the year ended July 31, 2003;
(b) Current Reports on Form 8-K, filed August 1, 2003, September 4,
2003 and October 14, 2003; and
(c) All documents filed by Veritas DGC with the SEC pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this prospectus and prior to the termination of the offering of
securities by this prospectus.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
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