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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. 3)*
NSC Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock $.01 par value per share
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(Title of Class of Securities)
00062938T1
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(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)
March 16, 1998
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(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
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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. 3 relates to the Statement on Schedule 13D, as amended
by Amendments No. 1 and 2 (the "Original Schedule 13D"), filed by Waste
Management, Inc. ("WMX"), Chemical Waste Management, Inc. ("CWM"), Wheelabrator
Technologies Inc. ("WTI"), Rust International Inc. ("Rust International"), Rust
Industrial Services Inc. ("Rust Services") and Rust Remedial Services Holding
Company Inc., a Delaware corporation ("Remedial Services"), with respect to the
common stock, $.01 par value (the "Common Stock"), of NSC Corporation (the
"Issuer"). This Amendment supplements and amends 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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
In support of the Issuer's current efforts to explore strategic
alternatives that may lead to a possible acquisition, merger or other business
combination (collectively, the "Transaction") involving the Issuer, WMX has
agreed not to dispose of shares of Common Stock of the Issuer beneficially owned
by WMX for a period of at least 270 days except in a Transaction approved by the
Issuer's board of directors. The Issuer has engaged BT Alex Brown to provide
advisory and investment banking services in connection with the exploration of
strategic alternatives.
Item 7 -- MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Letter from Waste Management, Inc. to the Issuer.
2
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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
-----------------------------------------
Herbert A. Getz
Senior Vice President,
General Counsel and Secretary
Dated: March 23, 1998
3
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
Wheelabrator Technologies Inc. certifies that the information set forth in this
Amendment is true, complete and correct.
WHEELABRATOR TECHNOLOGIES INC.
By: /s/ Thomas A. Witt
----------------------------------------
Thomas A. Witt
Secretary
Dated: March 23, 1998
4
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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
----------------------------------------
Thomas A. Witt
Secretary
Dated: March 23, 1998
5
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, Rust
Industrial Services Inc. certifies that the information set forth in this
Amendment is true, complete and correct.
RUST INDUSTRIAL SERVICES INC.
By: /s/ Dale B. Tauke
---------------------------------------
Dale B. Tauke
Vice President
Dated: March 23, 1998
6
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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
------------------------------------------
Herbert A. Getz
Vice President
Dated: March 19, 1998
7
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, Rust
Remedial Services Holding Company Inc. certifies that the information set forth
in this Amendment is true, complete and correct.
RUST REMEDIAL SERVICES HOLDING COMPANY INC.
By: /s/ Dale B. Tauke
------------------------------------------
Dale B. Tauke
Vice President
Dated: March 23, 1998
8
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 1 Letter from Waste Management, Inc. to the Issuer.
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Exhibit 1
Waste Management, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60523-1100
630/572-8840
Fax: 630/218-1553
Herbert A. Getz
Senior Vice President, General Counsel and Secretary
March 3, 1998
Mr. Victor J. Barnhart
Chairman and Chief
Executive Officer
NSC Corporation
160 Eisenhower Lane North
Lombard, Illinois 60148
Dear Vic:
We understand that NSC Corporation (the "Company") has engaged BT Alex
Brown to provide advisory and investment banking services with respect to the
exploration of strategic alternatives that may lead to a possible acquisition,
merger or other business combination (collectively, the "Transaction"). We also
understand that the Transaction may involve the purchase or other acquisition by
a buyer of a majority of the outstanding common stock of the Company.
As you know, Waste Management, Inc. and its affiliates will own
approximately 54% of the outstanding common stock of the Company upon OHM
Corporation's pro-rata distribution to its shareholders of all of the shares of
the Company's common stock held by OHM Corporation.
Consistent with our prior discussions, this letter confirms Waste
Management's support of the process being undertaken by the Company and BT Alex
Brown to maximize shareholder value for all holders of the Company's outstanding
common stock. As evidence of this support, we agree that for a period at least
270 days, to dispose our share of the Company only through a Transaction
approved by the Board of Directors of the Company.
Very truly yours,
/s/ Herbert A. Getz
Herbert A. Getz
HG:cq
