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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): JUNE 21, 2002
VERITAS DGC INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 001-7427 76-0343152
(State or Other Jurisdiction) (Commission (I.R.S. Employer
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 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 hereto and is incorporated herein by reference. The text of a joint press
release issued by PGS and Veritas regarding the amendment is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.1 First Amendment to the Agreement and Plan of Merger and
Exchange Agreement, dated as of June 21, 2002, among
Petroleum Geo-Services ASA, Veritas DGC Inc., Venus I, Venus
Holdco Inc., Venus Mergerco Inc., Neptune I, Inc., Neptune
Holdco LLC and Neptune Mergerco Inc. (including as Exhibit A
the form of Memorandum of Association and as Exhibit B the
form of Articles of Association of the Cayman Islands holding
company).
99.1 Press release of PGS and Veritas issued June 21, 2002.
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
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Matthew D. Fitzgerald
Executive Vice President, Chief Financial
Officer and Treasurer
Date: June 24, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 First Amendment to the Agreement and Plan of Merger and
Exchange Agreement, dated as of June 21, 2002, among
Petroleum Geo-Services ASA, Veritas DGC Inc., Venus I, Venus
Holdco Inc., Venus Mergerco Inc., Neptune I, Inc., Neptune
Holdco LLC and Neptune Mergerco Inc. (including as Exhibit A
the form of Memorandum of Association and as Exhibit B the
form of Articles of Association of the Cayman Islands holding
company).
99.1 Press release of PGS and Veritas issued June 21, 2002.