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 On June 21, 2002 Veritas DGC Inc. and Petroleum Geo-Services ASA entered into
an amendment to the Agreement and Plan of Merger and Exchange Agreement dated
as of November 26, 2001, among PGS, Veritas, Venus I, Venus Holdco Inc. and
Venus Mergerco Inc. A copy of the amendment is filed as Exhibit 2.1 to
Veritas's Current Report on Form 8-K, dated June 21, 2002, and is
incorporated herein by reference. The text of a joint press release issued by
PGS and Veritas regarding the amendment follows:
[PGS LOGO] [VERITAS LOGO]
VERITAS DGC AND PETROLEUM GEO-SERVICES
SIGN AMENDMENT TO MERGER AGREEMENT
HOUSTON, TX AND OSLO, NORWAY - JUNE 21, 2002 - Veritas DGC Inc. (NYSE & TSE:
VTS) and Petroleum Geo-Services ASA ("PGS") (NYSE: PGO, OSE: PGS) today
announced that the two companies have signed an amendment to the agreement
reached on November 26, 2001 to combine the two companies.
The amendment provides for various changes to the November 2001 merger
agreement, including the following:
1) PGS shareholders will receive 0.38 shares of the new holding
company for each PGS share or American Depositary Share and Veritas
shareholders will receive one share of such new holding company to
accomplish the combination. This exchange ratio will result in
Veritas shareholders owning approximately 45% and PGS shareholders
owning approximately 55% of the new company;
2) Veritas will be entitled to nominate six of the proposed ten
directors of the new company while PGS will be entitled to nominate
four directors;
3) David B. Robson, the Chief Executive Officer of Veritas, will be
the Chief Executive Officer of the new company and Reidar
Michaelsen, the Chairman and Chief Executive Officer of PGS, will
be the Chairman of the Board;
4) Matthew D. Fitzgerald, the Chief Financial Officer of Veritas, will
be the Chief Financial Officer of the new company; and
5) the transaction is conditioned on Veritas being treated as the
acquiror for accounting purposes.
Several conditions to closing have been removed from the merger agreement
including those related to PGS employment contracts and oil and gas prices. The
closing condition related to Atlantis has been replaced by a right for either
party to terminate the transaction during a brief period just prior to the
commencement of the PGS exchange offer and the solicitation of proxies from the
Veritas shareholders, upon a payment of $7.5 million, if one of the following
events does not occur by that time: a) sale of the Atlantis subsidiary for at
least $195 million; or b) receipt of a commitment for the placement or sale of
equity or equity-linked securities that will yield proceeds to the new company
of at least $200 million; or c) sale by PGS of other assets for at least $200
million, or d) a combination of equity commitments or asset sales of at least
$200 million. Consequently, if neither party elects to exercise its termination
right, the transaction
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