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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
OHM Corporation
________________________________________________________________________________
(Name of Issuer)
Common Stock $.10 par value per share
________________________________________________________________________________
(Title of Class of Securities)
670839 10 9
_______________________________________________________________
(CUSIP Number)
See below
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 30, 1995
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Herbert A. Getz, Secretary Thomas A. Witt, Secretary
WMX Technologies, Inc. Chemical Waste Management, Inc.
3003 Butterfield Road 3003 Butterfield Road
Oak Brook, Illinois 60521 Oak Brook, Illinois 60521
(708) 572-8840 (708) 218-1671
Stephen P. Stanczak, Secretary
Rust Holding Company Inc.
Rust International Inc.
3003 Butterfield Road
Oak Brook, Illinois 60521
(708) 572-8849
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 670839 10 9 PAGE 2 OF 26 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WMX Technologies, Inc.
IRS Identification No. 36-266073
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 Not Applicable (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 10,368,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 10,368,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 10,368,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 38%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 670839 10 9 PAGE 3 OF 26 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chemical Waste Management, Inc.
IRS Identification No. 36-2989152
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 Not Applicable (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 9,668,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 9,668,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 9,668,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 37%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 670839 10 9 PAGE 4 OF 26 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rust Holding Company Inc.
IRS Identification No. 36-4021637
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 Not Applicable (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 9,668,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 9,668,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 9,668,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 37%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 670839 10 9 PAGE 5 OF 26 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rust International Inc.
IRS Identification No. 63-1081055
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 Not Applicable (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 9,668,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 9,668,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 9,668,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 37%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
-------------------
The class of equity securities to which this Statement relates is the
common stock, $.10 par value (the "Common Stock") of OHM Corporation, an Ohio
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 16406 U.S. Route 224 East, Findlay, Ohio 45840.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
This statement is being filed jointly by WMX Technologies, Inc., a Delaware
corporation ("WMX"), by WMX's wholly-owned subsidiary, Chemical Waste
Management, Inc., a Delaware corporation ("CWM"), by CWM's 58%-owned subsidiary,
Rust Holding Company Inc., a Delaware corporation ("Rust Holding"), and by Rust
Holding's 96%-owned subsidiary, Rust International Inc., a Delaware corporation
("Rust"). The principal business and principal executive offices of WMX, CWM
and Rust Holding are located at 3003 Butterfield Road, Oak Brook, Illinois
60521. The principal business and principal executive offices of Rust are
located at 100 Corporate Parkway, Birmingham, Alabama 35242.
Executive Officers and Directors of WMX, CWM, Rust Holding and Rust. The
name, business address, present principal occupation and citizenship of each
executive officer and director of WMX, CWM, Rust Holding and Rust are set forth
in Appendices A, B, C and D hereto, which are incorporated herein by reference.
During the last five years, neither WMX, CWM, Rust Holding nor Rust, nor,
to the best knowledge of WMX, CWM, Rust Holding or Rust, any of their respective
executive officers or directors, has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding before a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
WMX, CWM, Rust Holding and Rust beneficially acquired 9,668,000 shares of
Common Stock (the "Shares") on May 30, 1995 pursuant to the terms of an
Agreement and Plan of Reorganization that was entered into on December 5, 1994
and amended on May 4, 1995 by and among Rust, several wholly-owned Rust
subsidiaries and the Issuer (the "Reorganization Agreement") (Exhibit 1 hereto).
Pursuant to the Reorganization Agreement, Rust Environmental Inc., a wholly-
owned subsidiary of Rust ("REI"), merged with and into a subsidiary of the
Issuer as a result of which the Issuer acquired substantially all of the assets
and certain of the liabilities comprising the environmental remediation services
businesses conducted by Rust (the "Merger"). In the Merger, the outstanding
shares of REI were converted into the Shares. The Reorganization Agreement and
the Merger are described in detail in the Issuer's Proxy Statement
6
<PAGE>
dated May 10, 1995 (the "OHM Proxy Statement") under the heading "The
Reorganization Agreement," which section is incorporated herein by reference
(Exhibit 2 hereto).
In addition, the Issuer has issued to WMX a warrant (the "Warrant")
(Exhibit 3 hereto) exercisable for five years, to purchase 700,000 shares of
Common Stock at $15.00 per share (the "Warrant Shares") in connection with a
guarantee agreement (the "Guarantee Agreement") (Exhibit 4 hereto) between the
Issuer and WMX. The Guarantee Agreement provides that in exchange for the
Warrant, WMX will guarantee the indebtedness of the Issuer and/or its
subsidiaries in an amount not to exceed the Guarantee Amount, which on the date
of the Merger was $62,000,000, but may be increased from time to time, all as
set forth in Exhibit 4 hereto and described under the caption "The
Reorganization Agreement - The Guarantee Agreement" in the OHM Proxy Statement,
which section is incorporated herein by reference.
ITEM 4. PURPOSE OF THE TRANSACTION
--------------------------
As noted above, WMX, CWM, Rust Holding and Rust acquired their beneficial
ownership of the Shares (and WMX acquired its beneficial ownership of the
Warrant Shares) in connection with the Merger consummated pursuant to the
Reorganization Agreement. In addition, in connection with the transactions
contemplated by the Reorganization Agreement, the Issuer, WMX and Rust have
entered into a Standstill and Non-Competition Agreement (the "Standstill
Agreement") (Exhibit 5 hereto) to provide for certain arrangements with respect
to the ownership and voting of Common Stock by WMX, Rust and their respective
affiliates (the "WMX Group"), including an aggregate ownership limit of 40% of
the Common Stock, or such lesser percentage as may exist from time to time as a
result of voluntary dispositions by the WMX Group. The Standstill Agreement
further provides that, following the Merger, three nominees designated by the
WMX Group will be filled by the Issuer's Board. The Standstill Agreement is
more fully described below under Item 6.
Also as noted above, WMX has the right to acquire the Warrant Shares
pursuant to the terms of the Warrant. The Warrant provides, among other things,
that the acquisition by WMX of any of the Warrant Shares upon exercise of all or
any portion of the Warrant is subject to the ownership limitation on the WMX
Group set forth in the Standstill Agreement, as described above and under Item 6
hereof.
WMX, CWM, Rust Holding and Rust intend to hold the Shares for investment
subject to the terms of the Guarantee Agreement and the Standstill Agreement and
have no current intention to increase or decrease their ownership interest in
OHM. WMX reserves the right, however, to exercise the Warrant from time to time
as market conditions dictate, thereby acquiring the Warrant Shares subject to
the terms of the Warrant and the Guarantee Agreement.
Except as otherwise indicated in this Item 4, neither WMX, CWM, Rust
Holding nor Rust, nor any person named in Appendices A, B, C or D hereto, in his
or her capacity as an officer or director of WMX, CWM, Rust Holding or Rust has
any present plans or proposals
7
<PAGE>
with respect to the Issuer that relate to or that could result in the occurrence
of any of the events set forth in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
--------------------------------
(a) WMX beneficially owns a total of 10,368,000 shares of Common Stock, and
CWM, Rust Holding and Rust beneficially own a total of 9,668,000 shares of
Common Stock, representing (assuming in the case of WMX that the Warrant Shares
have been issued and are outstanding) approximately 38% and 37%, respectively,
of the total number of such shares outstanding, as reflected in the Proxy
Statement. Information regarding beneficial ownership of shares of Common Stock
by directors and executive officers of WMX, CWM, Rust Holding and Rust is set
forth in Appendices E, F, G and H hereto, which information is incorporated
herein by references.
(b) WMX, CWM, Rust Holding and Rust have shared voting and investment power
over the Shares. WMX has sole voting investment power over the Warrant Shares.
Except as set forth in Appendices E, F, G and H, each of the persons referred in
the second sentence of paragraph (a) above has the sole power to vote or to
direct the vote and the sole power to dispose of, or to direct the disposition
of, the shares of Common Stock beneficially owned by such person.
(c) Except for the acquisition of the Shares described above in Item 3,
during the past 60 days, neither WMX, CWM, Rust Holding nor Rust, nor, to the
best knowledge of WMX, CWM, Rust Holding nor Rust, any of their respective
directors or executive officers has effected any transaction in Common Stock.
(d) Except as set forth in Appendices E, F, G and H, no person other than
the persons named in paragraph (a) above has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by him or it.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
---------------------------------------------------------------------
As noted above under Item 3, in connection with the transactions
contemplated by the Reorganization Agreement, the Issuer, WMX and Rust entered
into the Standstill Agreement which provides that no member of the WMX Group
will acquire any of the Common Stock or any of the Issuer's other securities
entitled to vote generally for the election of directors, in each case now or
hereinafter outstanding (the "Voting Securities"), other than (i) pursuant to
the Reorganization Agreement, (ii) pursuant to exercise of the Warrant, or (iii)
in acquisitions, including exercise of the Warrant, that do not result in the
aggregate ownership by the WMX Group of more than 40% of the Company's Voting
Securities, or such lesser percentage as may
8
<PAGE>
exist from time to time as the result of voluntary dispositions by the WMX Group
(the "Ownership Limit").
Pursuant to the Standstill Agreement, no member of the WMX Group shall
acquire Voting Securities which would result in the WMX Group owning Voting
Securities beyond the Ownership Limit unless the acquisition is (i) made
pursuant to an offer for all of the Issuer's outstanding Voting Securities at
the same price, and (ii) is approved by either the Issuer's independent
directors or the Issuer's shareholders, other than the WMX Group and certain
other shareholders, pursuant to the Control Share Acquisition provisions of the
Issuer's Amended and Restated Articles of Incorporation. The Standstill
Agreement also provides that if the WMX Group's ownership level falls below 20%
of the outstanding Voting Securities, the WMX Group shall have an option to
purchase from the Issuer sufficient Voting Securities at fair market value to
raise its ownership to not more than 21% of the outstanding Voting Securities.
The WMX Group, pursuant to the Standstill Agreement, agreed, among other things,
not to solicit proxies in opposition to any matter recommended by a majority of
the Issuer's directors not representing Rust (the "Non-Rust Directors"), or to
solicit a tender offer or business combination.
As noted above, the number of members of the Board of Directors of the
Issuer was increased from six to nine members immediately following the Merger,
thereby creating three vacancies on the Board which were filled with three
designees of Rust. Thereafter, as long as the WMX Group owns at least 20% of
the Voting Securities, the Issuer will include as nominees to the Board a number
of Rust designees proportionate to the WMX Group's ownership interest (to the
lowest corresponding whole directorship). Furthermore, so long as the WMX Group
owns at least 20% of the outstanding Voting Securities, WMX shall take all
actions in its control to include at least three independent directors on the
Issuer's Board. The Standstill Agreement provides that the WMX Group shall vote
its Common Stock for the Issuer's nominees to the Board of Directors selected by
a majority of the Non-Rust Directors. The WMX Group shall vote on all other
matters (i) in accordance with the recommendations of the majority of the Non-
Rust Directors or (ii) if no recommendation is made, in the same proportion as
other stockholders of the Issuer shall vote.
Also as noted above in Items 3 and 4 hereof, WMX has agreed pursuant to the
Guarantee Agreement (Exhibit 4 hereto) that, in exchange for the Warrant, WMX
shall guarantee indebtedness of the Issuer and/or its subsidiaries in an amount
not to exceed the Guarantee Amount, which, shall initially be $62,000,000, but
may be increased from time to time by an amount equal to $13,000,000 multiplied
by a fraction, (i) the numerator of which is the number of shares of Common
Stock purchased by WMX or its affiliates upon exercise of all or any part of the
Warrant, or if WMX sells, assigns or transfers the Warrant, or a portion
thereof, to any person other than any affiliate, the number of shares of Common
Stock underlying the Warrant, or portion thereof, which is sold, assigned or
transferred, but not more in the aggregate than 700,000 and (ii) the denominator
of which shall be 700,000.
9
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
The following exhibits are filed herewith or incorporated by reference:
1. Agreement and Plan of Reorganization, dated as of December 5, 1994 and
amended as of May 4, 1995, among OHM Corporation ("OHM"), Rust Remedial Services
Inc., EnClean Environmental Services Group, Inc., Rust Environmental Inc. and
Rust International Inc. ("Rust") (incorporated by reference to Appendix B to
OHM's proxy statement dated May 10, 1995, Commission file no. 1-9654).
2. OHM's proxy statement dated May 10, 1995 (incorporated by reference,
Commission file no. 1-9654).
3. Warrant Agreement by and between WMX Technologies, Inc. ("WMX") and
OHM, dated as of May 30, 1995 (incorporated by reference to Exhibit A to
Schedule 9.6 to Appendix B to OHM's proxy statement dated May 10, 1995,
Commission file no. 1-9654).
4. Guarantee Agreement by and between WMX and OHM, dated as of May 30,
1995 (incorporated by reference to Schedule 9.6 to Appendix B to OHM's proxy
statement dated May 10, 1995, Commission file no. 1-9654).
5. Standstill and Non-Competition Agreement by and among WMX, OHM and
Rust, dated as of May 30, 1995 (incorporated by reference to Schedule 9.9 to
Appendix B to OHM's proxy statement dated May 10, 1995, Commission file no.
1-9654).
10
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, WMX
Technologies, Inc. certifies that the information set forth in this Amendment is
true, complete and correct.
WMX TECHNOLOGIES, INC.
By: /s/ Herbert A. Getz
-----------------------------------------
Senior Vice President and Secretary
Dated: June 8, 1995
11
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
Chemical Waste Management, Inc. certifies that the information set forth in this
Amendment is true, complete and correct.
CHEMICAL WASTE MANAGEMENT, INC.
By: /s/ Brian J. Clarke
----------------------------------------
Vice President
Dated: June 8, 1995
12
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, Rust
Holding Company Inc. certifies that the information set forth in this Amendment
is true, complete and correct.
RUST HOLDING COMPANY INC.
By: /s/ Stephen P. Stanczak
-------------------------------------------
Vice President
Dated: June 8, 1995
13
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, Rust
Holding Company Inc. certifies that the information set forth in this Amendment
is true, complete and correct.
RUST INTERNATIONAL INC.
By: /s/ Stephen P. Stanczak
-------------------------------------------
Vice President
Dated: June 8, 1995
14
<PAGE>
APPENDIX A
EXECUTIVE OFFICERS AND DIRECTORS OF WMX
- ---------------------------------------
The name and principal occupation or employment of each executive officer
and director of WMX are set forth below. Except as otherwise noted below, the
business address of each such person is 3003 Butterfield Road, Oak Brook,
Illinois 60521. Each such person is a citizen of the United States.
DIRECTORS
---------
H. Jesse Arnelle
Arnelle & Hastie
455 Market Street, 23rd Floor
San Francisco, California 94105
Howard H. Baker, Jr.
Baker, Worthington, Crossley, Stansberry & Woolf
Three Courthouse Square
P.O. Box 8
Huntsville, Tennessee 37756
Dr. Pastora San Juan Cafferty
The University of Chicago
The School of Social Service Administration
969 East 60th Street
Chicago, Illinois 60637
Dean L. Buntrock
Chairman of the Board and Chief Executive Officer
Jerry E. Dempsey
PPG Industries, Inc.
One PPG Place
Pittsburgh, Pennsylvania 15272
James B. Edwards
Medical University of South Carolina
171 Ashley Avenue
Charleston, South Carolina 29425
15
<PAGE>
Donald F. Flynn
Flynn Enterprises, Inc.
676 North Michigan Avenue
Suite 4000
Chicago, Illinois 60611
Peter H. Huizenga
Huizenga Capital Management
2215 York Road, Suite 500
Oak Brook, Illinois 60521
Peer Pedersen
Pedersen & Houpt, P.C.
Suite 3400
180 North LaSalle Street
Chicago, Illinois 60601
James R. Peterson
7762 Lochmere Terrace
Edina, Minnesota 55439
Phillip B. Rooney
President and Chief Operating Officer
Alexander B. Trowbridge
Trowbridge Partners, Inc.
1155 Connecticut Avenue, N.W.
Suite 800
Washington, D.C. 20036
EXECUTIVE OFFICERS (WHO ARE NOT DIRECTORS)
- ------------------------------------------
Herbert A. Getz
Senior Vice President, Secretary and General Counsel
Thomas C. Hau
Vice President and Controller
James E. Koenig
Senior Vice President and Chief Financial Officer
D. P. Payne
Senior Vice President - Corporate and Public Affairs
Donald A. Wallgren
Vice President - Chief Environmental Officer
16
<PAGE>
APPENDIX B
EXECUTIVE OFFICERS AND DIRECTORS OF CWM
- ---------------------------------------
The name and principal occupation or employment of each executive officer
and director of CWM are set forth below. Except as otherwise noted below, the
business address of each such person is 3003 Butterfield Road, Oak Brook,
Illinois 60521. Each such person is a citizen of the United States.
DIRECTORS
---------
Brian J. Clarke
Vice President and General Counsel
Michael J. Cole
President
Jerome D. Girsch
Executive Vice President and Controller
D.P. Payne
Chairman of the Board
EXECUTIVE OFFICERS (WHO ARE NOT DIRECTORS)
------------------------------------------
Raul A. Deju
Vice President
Chemical Waste Management, Inc.
4227 Technology Drive
Fremont, California 94538-6337
17
<PAGE>
APPENDIX C
EXECUTIVE OFFICERS AND DIRECTORS OF RUST HOLDING
- ------------------------------------------------
The name of each executive officer and director of Rust Holding is set
forth below. Except as otherwise noted below, the principal occupation or
employment of each such person is set forth in Appendix C hereto. Except as
otherwise noted below, the business address of each such person is 3003
Butterfield Road, Oak Brook, Illinois 60521. Each such person is a citizen of
the United States.
DIRECTORS
---------
Dean L. Buntrock
Rodney C. Gilbert
President and Chief Executive Officer
James E. Koenig
Phillip B. Rooney
EXECUTIVE OFFICERS (WHO ARE NOT DIRECTORS)
------------------------------------------
Victor J. Barnhart
Vice President
Michael T. Brown
Vice President
Rust International Inc.
100 Corporate Parkway
Birmingham, AL 35242
Walter G. Browning
Vice President and General Counsel
Rust International Inc.
100 Corporate Parkway
Birmingham, AL 35242
Aubrey A. Free
Vice President
Rust International Inc.
100 Corporate Parkway
Birmingham, AL 35242
18
<PAGE>
John J. Goody
Vice President
Rust International Inc.
100 Corporate Parkway
Birmingham, AL 35242
Thomas C. Leonhardt
Vice President
Rust Environment & Infrastructure
15 Brendan Way
Greenville, South Carolina 29615
Mark T. Spears
Controller
Rust International Inc.
100 Corporate Parkway
Birmingham, Alabama 35242
19
<PAGE>
APPENDIX D
EXECUTIVE OFFICERS AND DIRECTORS OF RUST
- ----------------------------------------
The name of each executive officer and director of Rust is set forth below.
Except as otherwise noted below, the principal occupation or employment of each
such person is set forth in Appendices A or C hereto. Except as otherwise noted
below, the business address of each such person is 100 Corporate Parkway
Birmingham, Alabama 35242. Each such person is a citizen of the United States.
DIRECTORS
---------
Dean L. Buntrock
WMX Technologies, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60521
J. Mason Davis, Jr.
Sirote & Permutt, P.C.
2222 Arlington Avenue South
Birmingham, Alabama 35205
Rodney C. Gilbert
James E. Koenig
WMX Technologies, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60521
D.P. Payne
WMX Technologies, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60521
Phillip B. Rooney
WMX Technologies, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60521
Lawrason D. Thomas
Amoco Corporation
200 E. Randolph, Mail Code #3000
Chicago, Illinois 60601
20
<PAGE>
Michael von Clemm
Highmount Capital
2 Drayson Mews
London W8 4LY
EXECUTIVE OFFICERS (WHO ARE NOT DIRECTORS)
------------------------------------------
Victor J. Barnhart
3003 Butterfield Road
Oak Brook, Illinois 60521
Michael T. Brown
Walter G. Browning
Aubrey A. Free
John J. Goody
Thomas C. Leonhardt
Rust Environment & Infrastructure
15 Brendan Way
Greenville, South Carolina 29615
Mark T. Spears
21
<PAGE>
APPENDIX E
BENEFICIAL OWNERSHIP OF OHM CORPORATION
COMMON STOCK BY WMX DIRECTORS AND EXECUTIVE OFFICERS
----------------------------------------------------
The beneficial ownership of shares of OHM Corporation Common Stock as of
May 30, 1995 of each director and executive officer of WMX is set forth below:
<TABLE>
<CAPTION>
OHM CORPORATION
WMX DIRECTORS COMMON STOCK PERCENT OF CLASS
------------- --------------- ----------------
<S> <C> <C>
H. Jesse Arnelle -- --
Howard H. Baker, Jr. -- --
Dean L. Buntrock -- --
Pastora San Juan Cafferty -- --
Jerry E. Dempsey 5,000 *
James B. Edwards -- --
Donald F. Flynn -- --
Peter H. Huizenga -- --
Peer Pedersen -- --
James R. Peterson -- --
Phillip B. Rooney -- --
Alexander B. Trowbridge -- --
WMX EXECUTIVE OFFICERS
(who are not Directors)
-----------------------
Herbert A. Getz -- --
Thomas C. Hau -- --
James E. Koenig 150/(1)/ *
D.P. Payne -- --
Donald A. Wallgren -- --
DIRECTORS AND EXECUTIVE OFFICERS
AS A GROUP 5,150 *
- ------------------------
</TABLE>
/*/Less than one percent
/(1)/ The ownership of shares shown for Mr. Koenig are shares held by him as
trustee of a family trust in which Mr. Koenig has no pecuniary interest.
22
<PAGE>
APPENDIX F
BENEFICIAL OWNERSHIP OF OHM CORPORATION
COMMON STOCK BY CWM DIRECTORS AND EXECUTIVE OFFICERS
----------------------------------------------------
The beneficial ownership of shares of OHM Corporation Common Stock as of
May 30, 1995 of each director and executive officer of CWM is set forth below:
<TABLE>
<CAPTION>
OHM CORPORATION
CWM DIRECTORS COMMON STOCK PERCENT OF CLASS
------------- --------------- ----------------
<S> <C> <C>
Brian J. Clarke -- --
Michael J. Cole -- --
Jerome D. Girsch -- --
D. P. Payne -- --
CWM EXECUTIVE OFFICERS
(who are not Directors)
-----------------------
Raul A. Deju -- --
DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP -- --
</TABLE>
23
<PAGE>
APPENDIX G
BENEFICIAL OWNERSHIP OF OHM CORPORATION
COMMON STOCK BY RUST HOLDING DIRECTORS AND EXECUTIVE OFFICERS
-------------------------------------------------------------
The beneficial ownership of shares of OHM Corporation Common Stock as of
May 30, 1995 of each director and executive officer of Rust Holding is set forth
below:
<TABLE>
<CAPTION>
OHM CORPORATION
RUST HOLDING DIRECTORS COMMON STOCK PERCENT OF CLASS
---------------------- --------------- ----------------
<S> <C> <C>
Dean L. Buntrock -- --
Rodney C. Gilbert -- --
James E. Koenig 150/(1)/ *
Phillip B. Rooney -- --
RUST HOLDING EXECUTIVE
Officers (who are not Directors)
- --------------------------------
Victor J. Barnhart 5,000 *
Michael T. Brown -- --
Walter G. Browning -- --
Aubrey A. Free -- --
John J. Goody -- --
Thomas C. Leonhardt -- --
Mark T. Spears -- --
DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP 5,150 *
- ------------------------
</TABLE>
/*/ Less than one percent
/(1)/ The ownership of shares shown for Mr. Koenig are shares held by him as
trustee of a family trust in which Mr. Koenig has no pecuniary interest.
24
<PAGE>
APPENDIX H
BENEFICIAL OWNERSHIP OF OHM CORPORATION
COMMON STOCK BY RUST DIRECTORS AND EXECUTIVE OFFICERS
-----------------------------------------------------
The beneficial ownership of shares of OHM Corporation Common Stock as of
May 30, 1995 of each director and executive officer of Rust is set forth below:
<TABLE>
<CAPTION>
OHM CORPORATION
RUST DIRECTORS COMMON STOCK PERCENT OF CLASS
-------------- --------------- ----------------
<S> <C> <C>
Dean L. Buntrock -- --
Rodney C. Gilbert -- --
James E. Koenig 150/(1)/ *
D.P. Payne -- --
Phillip B. Rooney -- --
J. Mason Davis, Jr. -- --
Lawrason D. Thomas -- --
Michael von Clemm -- --
RUST EXECUTIVE OFFICERS
(who are not Directors)
- -----------------------
Victor J. Barnhart 5,000 *
Michael T. Brown -- --
Walter G. Browning -- --
Aubrey A. Free -- --
John J. Goody -- --
Thomas C. Leonhardt -- --
Mark T. Spears -- --
DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP 5,150 *
- ------------------------
</TABLE>
/*/ Less than one percent
/(1)/ The ownership of shares shown for Mr. Koenig are shares held by him as
trustee of a family trust in which Mr. Koenig has no pecuniary interest.
25
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
- -------- ----------- ----
<S> <C> <C>
1 Agreement and Plan of Reorganization, dated as
of December 5, 1994 and amended as of May 4,
1995, among OHM Corporation ("OHM"), Rust
Remedial Services Inc., EnClean Environmental
Services Group, Inc., Rust Environmental Inc.
and Rust International Inc. ("Rust") (incorporated
by reference to Appendix B to OHM's proxy
statement dated May 10, 1995, Commission file
no. 1-9654).
2 OHM's proxy statement dated May 10, 1995
(incorporated by reference, Commission file no.
1-9654).
3 Warrant Agreement by and between WMX
Technologies, Inc. ("WMX") and OHM, dated as
of May 30, 1995 (incorporated by reference to
Exhibit A to Schedule 9.6 to Appendix B to
OHM's proxy statement dated May 10, 1995,
Commission file no. 1-9654).
4 Guarantee Agreement by and between WMX and
OHM, dated as of May 30, 1995 (incorporated by
reference to Schedule 9.6 to Appendix B to
OHM's proxy statement dated May 10, 1995,
Commission file no. 1-9654).
5 Standstill and Non-Competition Agreement by and
among WMX, OHM and Rust, dated as of May 30, 1995
(incorporated by reference to Schedule 9.9 to
Appendix B to OHM's proxy statement dated May 10,
1995, Commission file no. 1-9654).
</TABLE>
26
