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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)*
NSC Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
00062938T1
- --------------------------------------------------------------------------------
(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 [_].
<PAGE>
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).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 00062938T1 PAGE 2 OF 18 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Waste Management, Inc.
IRS Identification No. 36-266073
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Not Applicable (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 4,010,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,010,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
<PAGE>
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,010,000
- ------------------------------------------------------------------------------
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
41.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 00062938T1 PAGE 3 OF 18 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 (a) [_]
Not Applicable (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 4,010,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,010,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
<PAGE>
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,010,000
- ------------------------------------------------------------------------------
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
41.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 00062938T1 PAGE 4 OF 18 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wheelabrator Technologies, Inc.
IRS Identification No. 22-2678047
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Not Applicable (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 4,010,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,010,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
<PAGE>
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,010,000
- ------------------------------------------------------------------------------
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
41.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 00062938TI PAGE 5 OF 18 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rust Industrial Services Inc.
IRS Identification No. 63-1081057
- ------------------------------------------------------------------------------
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 4,010,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,010,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
<PAGE>
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 4,010,000
- ------------------------------------------------------------------------------
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 41.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 00062938TI PAGE 6 OF 18 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 4,010,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,010,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
<PAGE>
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 4,010,000
- ------------------------------------------------------------------------------
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 41.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 relates to the Statement on Schedule 13D originally
filed on May 14, 1993 jointly by Waste Management, Inc., a Delaware corporation,
Chemical Waste Management, Inc., a Delaware corporation, Wheelabrator
Technologies Inc., a Delaware corporation, by Rust International Inc., a
Delaware corporation, and by Rust Industrial Services Inc., a Delaware
corporation. This Amendment is being filed electronically via the Securities and
Exchange Commission's EDGAR system. Pursuant to the applicable EDGAR rules, this
Amendment amends and restates the information contained in the original
Statement.
Item 1 -- Security and Issuer.
..............................
This statement relates to the common stock, par value $.01 per share (the
"Common Stock"), of NSC Corporation (the "Company"), a Delaware corporation
which has its principal executive offices at 49 Danton Drive, Methuen, MA 01844.
Item 2 -- Identity and Background.
..................................
(a), (b), (c): The original Schedule 13D was filed by Rust Industrial
Services Inc. ("Rust Services") (formerly known as Rust Services Inc.), the
successor-in-interest to The Brand Companies, Inc. ("Brand," references in this
document to Brand or Rust Services shall include references to Rust Services as
the successor to Brand) by operation of law pursuant to the filing of a
Certificate of Merger with the Delaware Secretary of State on May 7, 1993
providing for the merger of Brand with and into Rust Services with Rust Services
being the surviving corporation in the merger (the "Merger"), Rust International
Inc. ("Rust International"), the owner of 100% of the outstanding capital stock
of Rust Services, Chemical Waste Management, Inc. ("CWM"), then the owner of
approximately 56% of the outstanding common stock of Rust International;
Wheelabrator Technologies Inc. ("WTI"), the owner of approximately 40% of the
outstanding common stock of Rust International; and Waste Management, Inc.
("WMX"), then the owner of approximately 77% of the outstanding common stock of
CWM and 56% of the outstanding common stock of WTI. Each of Brand, Rust
Services, Rust International, CWM, WTI and WMX is a Delaware corporation. The
principal business address and location of the principal executive offices of
(i) each of Rust Services and Rust International is 3001 Butterfield Road, Oak
Brook, Illinois 60523 (ii) CWM is 3001 Butterfield Road, Oak Brook, Illinois
60523; (iii) WTI is Liberty Lane, Hampton, New Hampshire 03842; and (iv) WMX is
3003 Butterfield Road, Oak Brook, Illinois 60523. The original Schedule 13D was
filed in connection with Brand's acquisition of 4,010,000 shares of Common Stock
of the Company. Since the date of the original Schedule 13D, CWM has become a
wholly-owned subsidiary of WMX, WTI has become an approximately 67%-owned
subsidiary of WMX; Rust International currently is owned 4% by WMX, 56% by CWM
and 40% by WTI.
Rust Services is a wholly owned subsidiary of Rust International which was
formed to effectuate the Merger. At the time of the filing of the original
Schedule 13D, Rust International was a leading provider of engineering,
construction, environmental and infrastructure consulting, hazardous substance
remediation and other on-site industrial and related services primarily to
clients in government and in the chemical,
7
<PAGE>
petrochemical, energy, nuclear, utility, pulp and paper, manufacturing and other
industries. Since then, Rust International has disposed of certain of these
businesses. The principal business of CWM was then to provide integrated
hazardous waste management services in the United States, including
transportation, treatment, resource recovery and disposal of chemical waste and
low-level radioactive waste. WTI was then a leading developer of facilities and
systems for, and provider of services to, the trash-to-energy, energy,
environmental and general industrial markets, including trash-to-energy
components and facilities, materials cleaning equipment, water and wastewater
treatment, and air pollution control systems. Since the filing of the original
Schedule 13D, WTI has disposed of subtantially all of these businesses other
than the trash-to-energy business. WMX, together with its subsidiaries, was then
a leading international provider of comprehensive environmental, engineering and
construction, industrial and related services, including integrated solid waste
management services consisting of collection, transportation, storage, transfer,
resource recovery and disposal to commercial, industrial, municipal and
residential customers as well as to other waste management companies. As noted
above, certain of these businesses have been disposed of.
The name, business address, and principal occupation of each of the
directors and executive officers of Rust Services, Rust International, CWM, WTI
and WMX on the date of the original Schedule 13D are set forth in Appendix I
which was attached to the original Schedule 13D and is incorporated herein by
reference.
(d), (e): None of Rust Services, Rust International, CWM, WTI nor WMX, nor,
to the best of their knowledge, any director of executive officer of any of
them, has been during the last five years, (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanor) or (2) a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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
violation with respect to such laws.
(f): Each director and executive officer of Rust Services, Rust
International, CWM, WTI and WMX listed in Appendix I to the original Schedule
13D is a citizen of the United States.
Item 3 -- Source and Amount of Funds or other Consideration.
The original Schedule 13D relates to the acquisition by Brand of 4,010,000
shares of the Common Stock on May 4, 1993, pursuant to a Purchase Agreement
dated December 23, 1992 among the Company, NSC Industrial Services Corp.
("NSCIS"), a Delaware corporation, OHM corporation ("OHM"), Brand, and WMX (the
Company, NSCIS, OHM, Brand and WMX are hereinafter collectively referred to as
the "Parties"), as amended by the First Amendment to the Agreement dated January
31, 1993 among the Parties (the "First Amendment"), the Second Amendment to the
Agreement dated February 28, 1993 among the Parties (the "Second Amendment") and
the Third Amendment to the Agreement dated May 4, 1993 (the "Third Amendment")
among the Parties (the Purchase Agreement, the First Amendment, the Second
Amendment and the Third Amendment are hereinafter collectively referred to as
the "Agreement"). This discussion is qualified in its entirety by reference to
the Agreement, a copy of which was included as Exhibit 1 to the original
Schedule 13D. On May 7, 1993, Rust acquired Brand's interest in NSC pursuant to
the Merger.
8
<PAGE>
On May 4, 1993, the closing of the transactions contemplated by the
Agreement occurred (the "Closing"), pursuant to which Brand transferred to the
Company all of the properties, business, and assets of Brand's asbestos
abatement division (the "Division"), except for certain properties, business and
assets described in the Third Amendment which were to be transferred to the
Company at a future date, in consideration for the Common Stock and certain
assets of the Company as described in the Agreement. In addition, Brand agreed
to provide a $25,000,000 subordinated revolving credit facility to the Company.
The Purchase Agreement also prohibits WMX and certain of its affiliates from
engaging in the asbestos abatement business in North America for a five-year
period after the Closing.
Item 4 -- Purpose of Transaction.
The acquisition of the Common Stock by Brand was part of the consideration
for the Company's purchase of the Division. Brand acquired the Common Stock for
investment. Pursuant to the Agreement, Brand also acquired 100% of the issued
and outstanding common stock of NSCIS, which owned 100% of the issued and
outstanding common stock of Combined Plant Services Corp., Gundersen/Viking
Corp., Miami Valley Pressure Cleaning, Inc. And M.V. Industrial Services, Inc.,
providers of industrial maintenance and cleaning services.
Pursuant to the Agreement, for a period of five years immediately following
the Closing, neither OHM nor Brand shall, without the prior written consent of
the other, own, beneficially or of record, or control, directly or indirectly,
an amount of the Company's Common Stock exceeding 50% of the issued and
outstanding Common Stock. OHM further agreed that if, during the two-year
period commencing with the Closing, OHM has a bona fide intention to sell or
otherwise dispose of 5% or more of the then number of shares of Common Stock
beneficially owned by OHM (other than to any affiliate of OHM) pursuant to a
bona fide offer or series of offers by any purchaser, Brand shall have the right
to require, as a condition to such proposed sale by OHM, that the purchaser
purchase from Brand, at the same price per share of Common Stock and on the same
terms and conditions as in such proposed sale by OHM, the number of shares of
the Common Stock beneficially owned by Brand and designated by it to be included
in such proposed sale up to a maximum of 50% of the number of shares of Common
Stock sought to be purchased by the purchaser pursuant to the offer(s) to OHM.
Brand agreed that, for a period of two years immediately following the
Closing, it shall not transfer or assign any of the Common Stock, other than (a)
to WMX or any of its direct or indirect subsidiaries, provided,
9
<PAGE>
however, that prior to any such transfer or assignment to WMX or any of WMX's
direct or indirect subsidiaries, such transferee shall assume all of Brand's
rights and liabilities under the Agreement and Brand shall also continue to be
liable thereunder, or (b) pursuant to the tag-along rights discussed above.
Pursuant to the Agreement, the Company, Brand and OHM entered into a
registration rights agreement (the "Registration Rights Agreement"). The
following discussion is qualified in its entirety by reference to the
Registration Rights Agreement, a copy of which was included as Exhibit 2 to the
original Schedule 13D. Pursuant to the Registration Rights Agreement, each of
Brand and OHM has been granted the right to demand registration, at its own
expense, of all or a portion of the Common Stock (but not less than 500,000
shares of Common Stock) held by it on no more than three occasions during the
term of the Registration Rights Agreement, which expires six years after the
Closing. No more than one such registration may be demanded in any six month
period. Each of Brand and OHM also has the right to "piggyback" on any Company-
initiated offering during the same time period and to include such number of
shares of Common stock in such offering as it may request, subject to certain
"cut-back" limitations, pursuant to which the number of shares of Common Stock
to be included in such offering for the account of Brand and OHM will be reduced
on a pro rata basis in an amount to be determined by the managing underwriter or
underwriters for such offering.
Each of OHM and the Company has agreed that, for so long as Brand shall
own, beneficially or of record, or control, directly or indirectly, at least 20%
of the issued and outstanding Common Stock, neither OHM nor the Company shall
take any action, or omit to take any action, without the prior written consent
of Brand, that would have the effect of the Company entering into acquisitions,
dispositions, joint ventures, or capital expenditures involving more than
$10,000,000 of the Company's resources in any single transaction or series of
related transactions (including acquisitions of more than one entity in a new
line of business) or any merger or consolidation of the Company with another
entity. Each of Brand and the Company has agreed that, for so long as OHM shall
own, beneficially or of record, or control, directly or indirectly, at least 20%
of the issues and outstanding Common Stock, neither Brand nor the Company shall
take any action, or omit to take any action, without the prior written consent
of OHM, that would have the effect of the Company entering into acquisitions,
dispositions, joint ventures, or capital expenditures involving more than
$10,000,000 of the Company's resources in any single transaction or series of
related transactions (including acquisitions of more than one entity in a new
line of business) or any merger or consolidation of the Company with another
entity.
Pursuant to the Agreement, for so long as OHM and Brand each own 20% or
more of the outstanding Common Stock, each of Brand and OHM shall have the right
to nominate certain members of the board of directors of the Company. Currently,
the Company's board of directors consists of seven members, two of which are
nominees of Rust Services. After the distribution by OHM of shares of the
Company's Common Stock owned by OHM referred to in the immediately following
paragraph, Rust Services will have a majority ownership of the Company.
In connection with an Agreement and Plan of Merger (the "OHM Merger
Agreement"), dated as of January 15, 1998, among OHM, 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, $.10
par value per share, of OHM ("OHM Common Stock"), and, subsequent to the
consummation of the tender offer, Merger Sub will merge with and into OHM,
10
<PAGE>
with OHM becoming a wholly-owned subsidiary of Parent (the "OHM Merger
Transactions"), OHM has agreed to pay a pro rata distribution of all of the
shares of Common Stock of the Company held by OHM to OHM shareholders. Rust
Remedial Services Holding Company Inc., a wholly-owned subsidiary of Rust
International, being the beneficial owner of approximately 35% of the
outstanding shares of OHM Common Stock, will receive approximately 1,407,000
shares of Common Stock of the Company as a result of such distribution by OHM.
After such distribution, Rust will own approximately 54% of the outstanding
shares of Common Stock of the Company. The OHM Merger Transactions are described
in detail under Item 2 of OHM's statement on Schedule 14D-9 dated January 16,
1998, which section (which is Exhibit 4 hereto) is incorporated herein by
reference. Additional information concerning the Merger Transactions and the
distribution of shares of Common stock of the Issuer by OHM is contained in the
OHM Merger Agreement (which is Exhibit 5 hereto), which is incorporated herein
by reference.
Other than as described above, none of Rust Services, Rust International,
CWM, WTI nor WMX has any plans or proposals which relate to or may result in any
of the matters listed in Items 4(a)-(j) of Schedule 13D, although they each
reserve the right to develop such plans.
Item 5 -- Interest in Securities of the Issuer.
(a), (b): Rust Services, as successor-in-interest to Brand pursuant to the
Merger, is the beneficial owner of record of 4,010,000 shares of Common Stock
which constitutes approximately 41% of the issued and outstanding shares of
Common Stock, and has the sole power to vote such shares. Rust Services' right
to dispose of its shares of Common Stock is subject to certain restrictive
covenants set forth in the Agreement and discussed in Item 4 hereinabove.
Because of its 100% ownership of Rust Services' common stock, Rust
International is a beneficial owner of the 4,010,000 shares of Common Stock held
by Rust Services and has the indirect power to vote and dispose of the Company's
shares owned by Rust Services. Neither Rust Services nor Rust International has
any other interest, direct or indirect, in any securities of the Company.
Because of their approximately 56% and 40% ownership, respectively, of Rust
International's common stock, CWM and WTI may each be deemed to have the
indirect power to vote and dispose of the Company's shares owned by Rust
Services and thus also to beneficially own them, but CWM and WTI disclaim
beneficial ownership of such shares and their joining in the filing of this
Schedule 13D shall not be construed as an admission that they are beneficial
owners of such shares. Neither CWM nor WTI has any other interest, direct or
indirect, in any securities of the Company. Because of its 100% ownership of
CWM's common stock, approximately 67% ownership of WTI's common stock and
approximately 4% ownership of Rust International, WMX may be deemed to have the
indirect power to vote and dispose of the Company's shares owned by Rust
Services and thus also to beneficially own them, but WMX disclaims beneficial
ownership of such shares and its joining in the filing of this Schedule 13D
shall not be construed as an admission that WMX is the beneficial owner of such
shares. WMX has no other interest, direct or indirect, in any securities of the
Company. To the knowledge of Rust Services, Rust International, CWM, WTI and
WMX, no director or executive officer listed on Appendix I to the original
Schedule 13D beneficially owns any shares of Common Stock.
(c) Except as otherwise described herein, none of Rust Services, Rust
International, CWM, WTI nor WMX, nor, to the best of their knowledge, any
director or executive officer listed on Appendix I to the original Schedule
11
<PAGE>
13D, has engaged in any transaction in the Common Stock during the past 60 days.
(d) Rust Services has the exclusive right to receive dividends from, or the
proceeds from the sale of, all of the shares of Common Stock which it holds.
(e) Not applicable.
Item 6 - Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
Except as provided in the Agreement and the Registration Rights Agreement,
or as otherwise described above in Item 4, there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) among the persons named in
Item 2 or between such persons and any person with respect to any securities of
the Company, including but not limited to transfer or voting of any securities
of the Company, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7 - Material to be Filed as Exhibits.
Exhibit No. Description
1 Purchase Agreement among NSC Corporation, NSC Industrial Services
Corp., OHM Corporation, The Brand Companies, Inc., and Waste
Management, Inc., dated December 23, 1992, and First Amendment,
Second Amendment, and Third Amendment thereto (filed with
original Schedule 13D).
2 Registration Rights Agreement among NSC, OHM and Brand, dated May
4, 1993 (filed with original Schedule 13D).
3 Agreement dated as of May 13, 1993 among Rust Services, Rust
International, CWM, WTI and WMX regarding the filing of Statement
on Schedule 13D (filed with original Schedule 13D).
4 Item 2 of OHM's statement on Schedule 14D-9 dated January 16,
1998 (incorporated by reference, Commission file no. 1-9654).
5 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).
12
<PAGE>
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 19, 1998
13
<PAGE>
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
---------------------------
Secretary
Dated: January 19, 1998
14
<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/ Thomas A. Witt
---------------------------
Secretary
Dated: January 19, 1998
15
<PAGE>
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
-------------------------
Vice President
Dated: January 19, 1998
16
<PAGE>
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 19, 1998
17
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1 Purchase Agreement among NSC Corporation, NSC Industrial Services
Corp., OHM Corporation, The Brand Companies, Inc., and Waste
Management, Inc., dated December 23, 1992, and First Amendment,
Second Amendment, and Third Amendment thereto (filed with
original Schedule 13D).
2 Registration Rights Agreement among NSC, OHM and Brand, dated
May 4, 1993 (filed with original Schedule 13D).
3 Agreement dated as of May 13, 1993 among Rust Services, Rust
International, CWM, WTI and WMX regarding the filing of Statement
on Schedule 13D (filed with original Schedule 13D).
4 Item 2 of OHM's statement on Schedule 14D-9 dated January 16,
1998 (incorporated by reference, Commission file no. 1-9654).
5 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).
18
