FILED BY VERITAS DGC INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14A-12 AND RULE 14D-2(B)
OF THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: VERITAS DGC INC.
COMMISSION FILE NO.: 001-07427
SUBJECT COMPANY: PETROLEUM GEO-SERVICES ASA
COMMISSION FILE NO.: 001-14614
SUBJECT COMPANY: VENUS I
COMMISSION FILE NO.: 001-07427
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements herein contained are forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on management's current
expectations and beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The forward-looking statements
contained herein include statements about future financial and operating
results of the combined company, including the accretiveness and estimated cost
savings of the transaction, the financial position of the combined company
after completion of the transaction, and the timing and other benefits of the
transaction. These statements are not guarantees of future performance, involve
certain risks, uncertainties, and assumptions that are difficult to predict,
and are based upon assumptions as to future events that may not prove accurate.
Therefore, actual outcomes and results may differ materially from what is
expressed herein. In any forward-looking statement in which PGS or Veritas
expresses an expectation or belief as to future results, such expectation or
belief is expressed in good faith and is believed to have a reasonable basis,
but there can be no assurance that the statement or expectation or belief will
result or be achieved or accomplished. The following factors, among others,
could cause actual results to differ materially from those described in the
forward-looking statements: the risk that PGS and Veritas' businesses will not
be integrated successfully; costs related to the proposed transaction; failure
of Veritas stockholders to approve the proposed transaction; failure of a
sufficient number of PGS shareholders to exchange their shares for the new
holding company's shares; failure of other closing conditions to be satisfied
and other economic, business, competitive and/or regulatory factors affecting
PGS and Veritas' businesses generally, including prices of oil and natural gas
and expectations about future prices, as set forth in PGS and Veritas' filings
with the SEC, including their most recent Annual Reports on Form 20-F (PGS) or
Form 10-K (Veritas), especially in the Management's Discussion and Analysis
section, PGS' most recent Reports on Form 6-K and Veritas' most recent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. PGS and Veritas
are under no obligation to (and expressly disclaim any such obligation to)
update or alter their forward-looking statements whether as a result of new
information, future events or otherwise.
ADDITIONAL INFORMATION
In connection with the proposed merger of Veritas and a subsidiary of the new
Cayman Islands holding company ("Caymanco"), Veritas and Caymanco will file a
proxy statement/prospectus with the Securities and Exchange Commission (the
"SEC"), and with respect to the proposed exchange offer for PGS shares, Veritas
and Caymanco will file a Tender Offer Statement on Schedule TO, which will
include a related prospectus, and PGS will file a Solicitation/ Recommendation
Statement on Schedule 14D-9. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THESE DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
these documents (when they are available) and other documents filed by PGS,
Veritas and Caymanco with the SEC at the SEC's web site at www.sec.gov. The
proxy statement/prospectus, the tender offer statement and solicitation /
recommendation statement (when they are available) and these other documents
may also be obtained for free from PGS or Veritas by calling PGS at (281)
589-7935, or by calling Veritas at (832) 351-8300.
The following documents are filed herewith pursuant to Rule 425 under the
Securities Act of 1933:
o Update to the Operation Advantage Intranet Site - Question and Answer
Section.
* * * *
VERITAS HAS CREATED A QUESTION AND ANSWER SECTION FOR VERITAS EMPLOYEES ON THE
COMPANY INTRANET WHICH SERVES AS A SOURCE OF INFORMATION FOR VERITAS EMPLOYEES
REGARDING THE COMPANY'S COMBINATION WITH PETROLEUM-GEO SERVICES ASA. THE
FOLLOWING WAS ADDED TO THAT QUESTION AND ANSWER SECTION AND WILL BE POSTED ON
THE VERITAS INTRANET.
* * * *
BENEFITS --
WHAT HAPPENS TO VTS STOCK I OWN
12/05/2001 11:02:00 AM
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Your Veritas stock will be exchanged for new company stock at one share of the
new company for each share of Veritas.
This will also apply to shares purchased through the Employee Stock Purchase
Plan.
UPDATE
Upon a change of control, such as the merger, all Veritas stock options
immediately vest. These vested Veritas stock options would then be exchanged
for new company stock at the exchange rate shown above.