[LETTERHEAD APPEARS HERE]
Exhibit 8
November 3, 1998
To Our Stockholders:
On behalf of the Board of Directors of Fluor Xxxxxx GTI, Inc. (the
"Company"), we are pleased to inform you that, on October 27, 1998, the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
International Technology Corporation, a Delaware corporation doing business as
The IT Group, Inc. ("Parent"), Tiger Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Parent ("Purchaser"), and Fluor
Xxxxxx, Inc., a California corporation, pursuant to which Purchaser has today
commenced a cash tender offer (the "Offer") to purchase all of the outstanding
shares (the "Shares") of the Company's Common Stock at $8.25 per Share. Under
the terms of the Merger Agreement, the Offer will be followed by a merger of
Purchaser with and into the Company (the "Merger") in which any Shares not
tendered will be converted into the right to receive $8.25 per Share in cash,
without interest.
Your Board of Directors, upon the unanimous recommendation of a Special
Committee of the Board of Directors consisting solely of the independent
directors, has unanimously determined that the Offer and the Merger are fair to,
and in the best interests of, the Company and its stockholders, and has approved
the Offer and the Merger. The Board of Directors recommends that the Company's
stockholders accept the Offer and tender their Shares pursuant to the Offer.
In arriving at this recommendation, the Special Committee and the full
Board of Directors gave careful consideration to a number of factors described
in the attached Schedule 14D-9 that is being filed today with the Securities and
Exchange Commission. These factors included, among other things, the terms and
conditions of the Merger Agreement and the fairness opinion of BT Xxxx. Xxxxx
Incorporated ("BT Xxxx. Xxxxx"), the Company's financial advisor, addressed to
the Special Committee and the full Board of Directors, the text of which is
more fully described in the attached Schedule 14D-9. Stockholders are urged to
read the BT Xxxx. Xxxxx opinion in its entirety.
In addition to the attached Schedule 14D-9 relating to the Offer, we
are enclosing the Offer to Purchase, dated November 3, 1998, of Purchaser
and Parent, together with related materials, including a Letter of Transmittal,
to be used for tendering your Shares. These documents set forth the terms and
conditions of the Offer and the Merger and provide instructions as to how to
tender your Shares. We urge you to read the enclosed materials carefully in
making your decision with respect to tendering your Shares pursuant to the
Offer.
On behalf of the Board of Directors,
/s/ Xxx Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Chairman of the Board
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
President and CEO
