SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) December 31, 1997
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Tetra Tech, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-19655 95-4148514
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
670 N. Rosemead Boulevard, Pasadena, California 91107-2190
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (626) 351-4664
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Not applicable
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(Former name or former address, if changed since last report.)
1.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On December 31, 1997, the Registrant's wholly-owned subsidiary,
Tetra Tech NUS, Inc., a Delaware Corp ("TTNUS"), completed the acquisition of
the assets (the "Assets") owned by Halliburton NUS Corporation, a Delaware
corporation ("HNUS"), and Brown & Root, Inc., a Delaware corporation ("B&R"),
which were used by HNUS and B&R in connection with their business of providing
consulting, engineering and design services with respect to the contamination
of air, water and soil and environmental remediation services (the "Business").
The Assets were acquired pursuant to the terms of a Purchase and Sale Agreement
dated as of October 18, 1997 (the "Agreement") among the Registrant, TTNUS,
HNUS and B&R.
In connection with the acquisition of the Assets, the Registrant paid
HNUS and B&R cash in the aggregate amount of $31,700,000, subject to adjustment
as set forth in Section 3.03 of the Agreement.
In determining the consideration to be paid for the Assets, the
Registrant investigated the Business and determined an approximate aggregate
value of the Business to the Registrant based on investment factors including
the book value of the Assets, an appropriate multiple of the Business' current
and future earnings, the Business' backlog and current contracts, the Business'
revenues, the reputation of HNUS and B&R in the fields in which the Business
operated, and the compatibility of the Business' geographic scope and technical
capabilities with those of the Registrant. A final determination of such value
was arrived at by means of arm's length bargaining among the parties to the
Agreement.
There was no material relationship between either HNUS or B&R
(including their respective officers, directors and stockholders) and
Registrant or any of its affiliates, or any director or officer of the
Registrant, or any associate of any such officer or director.
In order to fund the purchase price for the Assets, the Registrant
drew on its line of credit with Bank of America Illinois (the "Lender")
pursuant to the terms of the Credit Agreement dated as of September 15, 1995,
as amended, between the Registrant and the Lender.
(b) At the time of the closing under the Agreement, the Assets were
being used by HNUS and B&R exclusively in connection with the Business of
providing consulting, engineering and design services with respect to the
contamination of air, water and soil and environmental remediation services.
The Registrant intends to have TTNUS continue to engage in the Business.
2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
As of the date hereof, it is impractical for the Registrant to
provide the required audited financial statements for the acquired business.
The Registrant will file the required audited financial statements for the
acquired business under cover of Form 8-K/A as soon as practicable, but not
later than 60 days after the date this initial report is required to be filed.
(b) PRO FORMA FINANCIAL INFORMATION.
As of the date hereof, it is impractical for the Registrant to
provide the required pro forma financial information. Registrant will file the
required pro forma financial information under cover of Form 8-K/A as soon as
practicable, but not later than 60 days after the date this initial report is
required to be filed.
(c) EXHIBITS.
2.1* Purchase and Sale Agreement dated as of October 18, 1997 by and
among Tetra Tech, Inc., Tetra Tech NUS, Inc. (formerly known as
NUS Acquisition Corp.), Brown & Root, Inc. and Halliburton NUS
Corporation.
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* The Schedules to Exhibit 2.1 have not been filed with the Commission
because the Registrant believes that such Schedules do not contain
information which is material to an investment decision. The Registrant
hereby agrees to furnish supplementally a copy of the omitted Schedules to
the Commission upon request.
3.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 15, 1998
TETRA TECH, INC.
By: /s/ James M. Jaska
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James M. Jaska
Vice President and Chief Financial Officer
4.