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 Update to Operation Advantage Knowledge Site
* * * *
THE FOLLOWING INFORMATION WILL BE PLACED ON THE VERITAS INTRANET AS AN UPDATE TO
THE OPERATION ADVANTAGE KNOWLEDGE SITE WHICH SERVES AS A REFERENCE AND SOURCE OF
INFORMATION FOR VERITAS EMPLOYEES.
* * * *
DOES THE MERGER AGREEMENT PREVENT PGS FROM INCURRING ADDITIONAL DEBT?
With some exceptions, the Agreement and Plan of Merger and Exchange Agreement
prevents either Veritas or PGS from incurring additional debt without the
permission of the other party.
ARE THERE PLANS FOR CONSOLIDATING OR CLOSING OFFICES?
Some consolidation of offices will occur as a result of combining Veritas' and
PGS's current operations (for example, in locations where both Veritas and PGS
have one or more offices). However, no decisions on individual office locations
have yet been made. We will notify you as soon as decisions have been made.
WHAT WILL HAPPEN TO MY RETIREMENT PLAN?
At this time, no decisions have been made about any employee retirement plans.
We will notify you once decisions have been made concerning what benefits the
new company will offer.
WHAT KIND OF EMPLOYEE BENEFITS WILL THE NEW COMPANY OFFER?
At this time, no decisions have been made about any employee benefit plans. We
will notify you once decisions have been made concerning what benefits the new
company will offer.
WILL I GET CREDIT FOR MY TIME OF SERVICE?
Employees' previous service time with Veritas and with PGS will count as service
time in the new company.
WHAT EFFECT ARE DELAYS IN PGS'S SALE OF ATLANTIS HAVING ON THE MERGER TIME
LINE? (UPDATED)
UPDATE: PGS announced on January 22, 2002, that it had entered a definitive
agreement to sell its Atlantis subsidiary to China National Chemicals Import &
Export Corporation ("Sinochem"). According to the press release, the transaction
is expected to close in the first quarter of 2002.