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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): SEPTEMBER 27, 2002
VERITAS DGC INC.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 76-0343152
(State or Other Jurisdiction 001-7427 (I.R.S. Employer
of Incorporation) (Commission 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 September 27, 2002, Veritas DGC Inc. ("Veritas") and certain of its
subsidiaries entered into the Second Amendment to Credit Agreement, effective as
of July 1, 2002 (the "Second Amendment"). The Second Amendment amends the Credit
Agreement, dated as of July 17, 2001, by and among Veritas, certain of its
subsidiaries and the Banks named therein. The Second Amendment amends the
definition of "Fixed Charge Coverage Ratio." A copy of the Second Amendment is
filed as Exhibit 10.1 hereto and is hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
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10.1 Second Amendment to Credit Agreement, effective as of July 1,
2002, by and among Veritas DGC Inc., Veritas DGC Limited,
Veritas Energy Services Inc., Veritas Energy Services
Partnership, certain Banks party thereto, Wells Fargo Bank
Texas, N.A., as agent, and HSBC Bank Canada, as agent.
10.2 Credit Agreement, dated as of July 17, 2001, by and among
Veritas DGC Inc., Veritas DGC Limited, Veritas Energy
Services Inc., Veritas Energy Services Partnership, certain
Banks party thereto, Wells Fargo Bank Texas, N.A., as agent,
and HSBC Bank Canada, as agent (incorporated by reference to
Exhibit 10-W to Veritas DGC Inc.'s annual report on Form 10-K
for the year ended July 31, 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/ Larry L. Worden
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Larry L. Worden
Vice President, General Counsel and Secretary
Date: October 2, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.1 Second Amendment to Credit Agreement, effective as of July 1,
2002, by and among Veritas DGC Inc., Veritas DGC Limited,
Veritas Energy Services Inc., Veritas Energy Services
Partnership, certain Banks party thereto, Wells Fargo Bank
Texas, N.A., as agent, and HSBC Bank Canada, as agent.
10.2 Credit Agreement, dated as of July 17, 2001, by and among
Veritas DGC Inc., Veritas DGC Limited, Veritas Energy
Services Inc., Veritas Energy Services Partnership, certain
Banks party thereto, Wells Fargo Bank Texas, N.A., as agent,
and HSBC Bank Canada, as agent (incorporated by reference to
Exhibit 10-W to Veritas DGC Inc.'s annual report on Form 10-K
for the year ended July 31, 2001).