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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. 1)*
OHM Corporation
______________________________________________________________________________
(Name of Issuer)
Common Stock $.10 par value per share
______________________________________________________________________________
(Title of Class of Securities)
670839 10 9
_______________________________________________________________
(CUSIP Number)
Herbert A. Getz, Senior Vice President,
General Counsel and Secretary
Waste Management, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60523
(630) 572-8840
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 15, 1998
_______________________________________________________________
(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).
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This Amendment No. 1 relates to the statement on Schedule 13D originally
filed on June 9, 1995 jointly by Waste Management, Inc. (then named WMX
Technologies, Inc.), a Delaware corporation ("WMX"), by WMX's wholly-owned
subsidiary, Chemical Waste Management, Inc., a Delaware corporation ("CWM"), by
CWM's then 58%-owned subsidiary, Rust Holding Company Inc., a Delaware
corporation ("Rust Holding"), and by Rust Holding's then 96%-owned subsidiary,
Rust International Inc., a Delaware corporation ("Rust"), with respect to the
common stock, $.10 par value (the "Common Stock") of OHM Corporation, an Ohio
corporation (the "Issuer"). Since the date of the original Schedule 13D, Rust
Holding has been merged with and into Rust, which is now a subsidiary owned 4%
by WMX, 56% by CWM and 40% by Wheelabrator Technologies Inc., a 67%-owned
subsidiary of WMX. This Amendment supplements the original Schedule 13D and
should be read in conjunction therewith. Capitalized terms used but not
otherwise defined herein have the meanings ascribed them in the original
Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION
In connection with an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of January 15, 1998, among the Issuer, International
Technology Corporation ("Parent") and IT-Ohio, Inc. ("Merger Sub"), pursuant to
which Merger Sub will make a tender offer for 13,933,000 shares of Common Stock
and, subsequent to the consummation of the tender offer, Merger Sub will merge
with and into the Issuer, with the Issuer becoming a wholly-owned subsidiary of
Parent (the "Merger Transactions"), WMX, Rust, the Issuer and Parent have
entered into the Share Repurchase Agreement dated as of January 15, 1998 (the
"Share Repurchase Agreement"). Pursuant to the Share Repurchase Agreement, the
Issuer has agreed to purchase from WMX 5,235,381 shares of Common Stock, and WMX
has agreed not to tender more than 2,142,141 shares into the tender offer. The
Merger Transactions are described in detail in the Issuer's statement on
Schedule 14D-9 dated January 16, 1998 under Item 2, which section (which is
Exhibit 1 hereto) is incorporated herein by reference. Additional information
concerning the Merger Transactions and the purchase of Shares from WMX is
contained in the Merger Agreement and the Share Repurchase Agreement (which are
Exhibits 2 and 3 hereto, respectively), which are incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(b) Except as set forth in Item 6 below, WMX, CWM and Rust have shared
voting and investment power over the Shares, and WMX would have sole voting and
investment power over the Warrant Shares upon any issuance thereof.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Pursuant to the Share Repurchase Agreement, WMX and Rust have agreed to
vote all shares of Common Stock and any other shares of capital stock of the
Issuer owned by them so as to facilitate consummation of the Merger
Transactions, and not to (except as pursuant to the Share Repurchase Agreement)
transfer or otherwise dispose of any of their shares of Common Stock or the
Warrants, or any other shares of capital stock of the Issuer acquired by them
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after the date of the Share Repurchase Agreement and prior to the Effective Time
(as defined in the Merger Agreement), to deliver to Parent an irrevocable proxy
to vote their shares and to amend the Standstill Agreement as provided in the
Share Repurchase Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed herewith or incorporated by reference:
1. Item 2 in OHM's statement on Schedule 14D-9 dated January 16, 1998
(incorporated by reference, Commission file No. 1-9654).
2. Agreement and Plan of Merger dated as of January 15, 1998 among OHM,
Corporation, International Technology Corporation and IT-Ohio, Inc.
(incorporated by reference to Exhibit 3 to OHM's statement on Schedule 14D-9
dated January 16, 1998, Commission file No. 1-9654 ).
3. Share Repurchase Agreement dated as of January 15, 1998 among OHM
Corporation, Waste Management, Inc., Rust International Inc. and International
Technology Corporation (incorporated by reference to Exhibit 4 to OHM's
statement on Schedule 14D-9 dated January 16, 1998, Commission file No. 1-9654).
3
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, Waste
Management, Inc. certifies that the information set forth in this Amendment is
true, complete and correct.
WASTE MANAGEMENT, INC.
By: /s/ Herbert A. Getz
----------------------------------------------------
Senior Vice President, General Counsel and Secretary
Dated: January 16, 1998
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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/ Thomas A. Witt
----------------------------------------
Secretary
Dated: January 16, 1998
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, Rust
International Inc. certifies that the information set forth in this Amendment
is true, complete and correct.
RUST INTERNATIONAL INC.
By: /s/ Herbert A. Getz
-------------------------------------------
Vice President
Dated: January 16, 1998
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EXHIBIT INDEX
NUMBER DESCRIPTION
- ------ -----------
1. Item 2 in OHM's statement on Schedule 14D-9 dated January 16, 1998
(incorporated by reference, Commission file No. 1-9654).
2. Agreement and Plan of Merger dated as of January 15, 1998 among OHM
Corporation, International Technology Corporation and IT-Ohio, Inc.
(incorporated by reference to Exhibit 3 to OHM's statement on Schedule
14D-9 dated January 16, 1998, Commission file No. 1-9654).
3. Share Repurchase Agreement dated as of January 15, 1998 among OHM
Corporation, Waste Management, Inc., Rust International, Inc. and
International Technology Corporation (incorporated by reference to
Exhibit 4 to OHM's statement on Schedule 14D-9 dated January 16, 1998,
Commission file No. 1-9654).
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