================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
--------------------
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 14, 2003
VERITAS DGC INC.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 001-7427 76-0343152
(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) 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)
================================================================================
ITEM 5. OTHER EVENTS
On February 14, 2003, Veritas DGC Inc. ("Veritas") and three of its
wholly-owned subsidiaries entered into a new Credit Agreement (the "Credit
Agreement") with Deutsche Bank AG, New York Branch, as Administrative Agent,
Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and certain
other lending institutions. The new facility provides term financing of $195
million under term A, term B and term C tranches (the "Term Loans"), revolving
loan facilities aggregating $55 million, including facilities for swing line
loans of up to $10 million and the issuance of letters of credit in an aggregate
amount of up to $40 million. The term A loans are in the original principal
amount of $30 million and mature in 3 years, or February 2006, and require
quarterly interest payments at a variable rate that initially will be 6.75%. The
term B loans are in the original principal amount of $125 million, mature in 4
years, or February 2007, require quarterly interest payments at a variable rate
that initially will be 8%. The term C loans are in the original principal amount
of $40 million, mature in 5 years, or February 2008 require quarterly interest
payments at a variable rate that initially will be 10.5%. The term A and term B
loans require quarterly principal payments of .25% of the outstanding principal
balance. Loans made under the revolving loan facilities, including swing line
loans, bear interest at a variable rate determined on the date of borrowing. The
financing is secured by the assets, including equipment, vehicles, multi-client
data library and stock of certain material subsidiaries, owned by Veritas and
certain subsidiaries. The Credit Agreement and related documents contain a
number of covenants, including financial covenants relating to interest
coverage, leverage and net worth. On February 14, 2003, the Term Loans totaling
$195 million were funded and letters of credit in the amount of approximately
$5.7 million then outstanding from the Previous Credit Agreement (as hereinafter
defined) were transferred to the Credit Agreement. The financing was arranged by
Deutsche Bank Securities Inc., as Lead Arranger with respect to the term
facilities, and Well Fargo Bank Texas, N.A., as Lead Arranger with respect to
the revolving facilities.
Also on February 14, 2003, outstanding obligations due under Veritas'
Credit Agreement (the "Previous Credit Agreement") dated July 17, 2001, among
Veritas and certain of its subsidiaries and Wells Fargo Bank Texas, N.A., HSBC
Bank Canada and the financial institutions party thereto, were satisfied and the
Previous Credit Agreement was terminated.
In addition, on February 14, 2003, Veritas caused U.S. Bank National
Association (the "Trustee") to notify the holders of (1) all of the securities
designated 9 3/4% Senior Notes due in 2003 (the "Initial Notes"), in the
aggregate principal amount of $75,000,000, issued pursuant to the Indenture
dated as of October 23, 1996, between Veritas and Fleet National Bank (the
"First Indenture"), and (2) all of the securities designated 9 3/4% Senior Notes
due in 2003, Series B (the "Series B Notes"), and all of the securities
designated 9 3/4% Senior Notes due in 2003, Series C (the "Series C Notes," and
together with the Series B Notes and the Initial Notes, the "Senior Notes"),
together in the aggregate principal amount of $60,000,000, both issued pursuant
to the Indenture dated as of October 28, 1998, between Veritas and State Street
Bank and Trust Company (the "Second Indenture," and together with the First
Indenture, the "Indentures") that Veritas has elected to redeem the Senior Notes
on March 17, 2003. As required by the Indentures, Veritas has deposited a
sufficient amount to fund redemption of the Senior Notes.
Proceeds from the Term Loans were used to satisfy the obligations under
the Previous Credit Agreement and the Indentures.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
10.1 Credit Agreement, dated as of February 14, 2003, among
Veritas DGC Inc., Veritas DGC Limited, Veritas Energy
Services Inc., Veritas Energy Services Partnership,
Deutsche Bank AG, New York Branch, as Administrative
Agent, Deutsche Bank AG, Canada Branch, as Canadian
Administrative Agent, and the various lending
institutions named therein.
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/ MATTHEW D. FITZGERALD
-------------------------------------------------
Matthew D. Fitzgerald
Executive Vice President, Chief Financial Officer
and Treasurer
Date: February 17, 2003
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Credit Agreement, dated as of February 14, 2003, among
Veritas DGC Inc., Veritas DGC Limited, Veritas Energy
Services Inc., Veritas Energy Services Partnership,
Deutsche Bank AG, New York Branch, as Administrative
Agent, Deutsche Bank AG, Canada Branch, as Canadian
Administrative Agent, and the various lending
institutions named therein.