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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 26, 2001
VERITAS DGC INC.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 001-7427 76-0343152
(State or (Commission (I.R.S. Employer
Other Jurisdiction) File No.) Identification No.)
10300 TOWN PARK
HOUSTON, TEXAS 77072
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
832-351-8300
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
On November 26, 2001, Petroleum Geo-Services ASA, a Norwegian
public limited liability company ("PGS"), Veritas DGC Inc., a Delaware
corporation ("Veritas"), Venus I, a Cayman Islands exempted company and a
direct, wholly owned subsidiary of Veritas ("Caymanco"), Venus Holdco Inc., a
Delaware corporation and an indirect, wholly owned subsidiary of Caymanco
("Veritas Holdco"), and Venus Mergerco Inc., a Delaware corporation and a
direct, wholly owned subsidiary of Veritas Holdco ("Veritas Merger Sub"),
entered into an Agreement and Plan of Merger and Exchange Agreement (the
"Agreement"), whereby, subject to the conditions stated therein, (i) Caymanco
will make an offer (the "Exchange Offer") to issue ordinary shares, par value
$0.01 per share, of Caymanco ("Caymanco Shares") in exchange for the issued and
outstanding ordinary shares, nominal value NOK 5 per share, of PGS ("PGS
Shares") and all issued and outstanding American Depositary Shares representing
such PGS Shares ("PGS ADSs"), at an exchange ratio of 0.47 Caymanco Shares for
each PGS Share and each PGS ADS; and (ii) immediately following the closing of
the Exchange Offer, Veritas Merger Sub will be merged with and into Veritas (the
"Merger" and, together with the Exchange Offer, the "Combination"), pursuant to
which shares of common stock, par value $0.01 per share, of Veritas ("Veritas
Common Stock") will be converted into Caymanco Shares on a one-for-one basis and
certain shares that are exchangeable for shares of Veritas Common Stock will
become exchangeable for Caymanco Shares. Upon closing of the Combination, PGS
and Veritas will become subsidiaries of Caymanco.
The closing of the Combination will occur on the first business day
immediately following the day on which all of the conditions to the Combination
contained in the Agreement have been fulfilled or waived or on such other date
as PGS and Veritas may agree, but in no event prior to April 1, 2001. The
closing of the Combination is conditioned upon:
o the approval of the Merger by the stockholders of Veritas;
o that number of PGS Shares and PGS ADSs that would represent
more than 90% of the PGS Shares outstanding as of the
expiration of the Exchange Offer being properly tendered in
the Exchange Offer, which percentage may be reduced in certain
circumstances described in the Agreement;
o the receipt of applicable regulatory approvals, including the
expiration or termination of the waiting period prescribed by
the Hart-Scott-Rodino Antitrust Improvements Act of 1976;
o PGS' having in effect committed financing in the amount of
$430 million;
o Veritas' having in effect committed financing in the amount of
$235 million;
o the Caymanco Shares having been authorized for listing on the
New York Stock Exchange, subject to official notice of
issuance;
o PGS' having completed certain previously announced asset
disposition efforts;
o PGS' having entered into replacement employment agreements
with certain of its active employees; and
o other customary conditions, including the absence of any
events or series of events that has had or would have a
material adverse effect on Veritas or PGS.
Each of these conditions is more fully described in the Agreement.
Under the Agreement, a material adverse effect will be deemed to have occurred
and either party may terminate the Agreement if, among other things, (i) the
settlement price for the New York Mercantile Exchange ("NYMEX") Natural Gas
Futures Contract for delivery 12 months following the month in which the
relevant date of determination occurs falls below $2.25 per MMBtu for 20
consecutive trading days or (ii) the settlement price for the NYMEX Light Sweet
Crude Oil Futures Contract for delivery 12 months following the month in which
the relevant date of determination occurs falls below $12.50 per barrel for 20
consecutive trading days.
The Agreement provides that PGS or Veritas may be required to pay $7.5
million to reimburse the other party for expenses under certain circumstances
relating to competing transactions or a change in the recommendation of the
party's board to its shareholders. If, in certain circumstances, a subsequent
acquisition transaction is entered into or consummated within 12 months of
termination of the Agreement, PGS or Veritas may be required to pay an
additional amount of $12.5 million ($20 million total) upon consummation of that
transaction.
The Agreement is filed herewith as Exhibit 2.1 and is incorporated
herein by reference. The text of a joint press release issued by PGS and Veritas
is filed herewith as Exhibit 99.1 and is incorporated herein by reference. The
foregoing description of the Agreement, the Exchange Offer and the Merger, and
the other transactions contemplated by the Agreement, is qualified in its
entirety by reference to the Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger and Exchange Agreement, dated as of
November 26, 2001, among Petroleum Geo-Services ASA, a Norwegian
public limited liability company, Veritas DGC Inc., a Delaware
corporation ("Veritas"), Venus I, a Cayman Islands exempted
company and a direct, wholly owned subsidiary of Veritas
("Caymanco"), Venus Holdco Inc., a Delaware corporation and an
indirect, wholly owned subsidiary of Caymanco ("Veritas
Holdco"), and Venus Mergerco Inc., a Delaware corporation and a
direct, wholly owned subsidiary of Veritas Holdco. (and exhibits
thereto).
99.1 Joint press release of Veritas DGC Inc. and Petroleum Geo-
Services ASA dated November 26, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VERITAS DGC INC.
(Registrant)
/s/ TIMOTHY L. WELLS
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Timothy L. Wells
President
Date: November 28, 2001
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger and Exchange Agreement, dated as of
November 26, 2001, among Petroleum Geo-Services ASA, a Norwegian
public limited liability company, Veritas DGC Inc., a Delaware
corporation ("Veritas"), Venus I, a Cayman Islands exempted
company and a direct, wholly owned subsidiary of Veritas
("Caymanco"), Venus Holdco Inc., a Delaware corporation and an
indirect, wholly owned subsidiary of Caymanco ("Veritas
Holders"), and Venus Mergerco Inc., a Delaware corporation and a
direct, wholly owned subsidiary of Veritas Holdco. (and exhibits
thereto).
99.1 Joint press release of Veritas DGC Inc. and Petroleum Geo-
Services ASA dated November 26, 2001.