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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
OHM CORPORATION
(Name of Subject Company)
INTERNATIONAL TECHNOLOGY CORPORATION
IT-OHIO, INC.
(Bidder)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
670839 10 9
(CUSIP Number of Class of Securities)
ANTHONY J. DELUCA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INTERNATIONAL TECHNOLOGY CORPORATION
2790 MOSSIDE BOULEVARD
MONROEVILLE, PENNSYLVANIA 15146-2792
(412) 372-7701
(Name, Address and Telephone Number of Person Authorizing to Receive Notices
and Communications on Behalf of Bidder)
COPIES TO:
PETER F. ZIEGLER JOSEPH B. FRUMKIN
KAREN E. BERTERO SULLIVAN & CROMWELL
GIBSON, DUNN & CRUTCHER LLP 125 BROAD STREET
333 S. GRAND AVENUE NEW YORK, NEW YORK 10004
LOS ANGELES, CALIFORNIA 90071 (212) 558-4000
(213) 229-7000
Calculation of Filing Fee
TRANSACTION VALUATION AMOUNT OF FILING FEE
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$160,229,500* $32,045.90**
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* For purposes of fee calculation only. The total transaction value is based
on 13,933,000 Shares, the number of shares for which the Offer (as defined
herein) is made, multiplied by the offer price of $11.50 per Share.
** The amount of the filing fee calculated in accordance with Regulation 240.0-
11 of the Securities Exchange Act of 1934 equals 1/50 of 1% of the value of
the Shares to be purchased.
[_] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULES 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
Amount previously paid: Not Applicable Filing party: Not Applicable
Form or registration no.: Not Applicable Date filed: Not Applicable
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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1, dated January 16, 1998 (the "Schedule 14D-1"), of IT-Ohio, Inc.
(the "Purchaser") and International Technology Corporation ("Parent"), as
amended, filed in connection with the Purchaser's offer to purchase 13,933,000
shares of Common Stock, par value $0.10 per share, of OHM Corporation, an Ohio
corporation (the "Company") as set forth in the Schedule 14D-1 (the "Offer").
ITEM 10. ADDITIONAL INFORMATION.
The response to Item 10 is hereby amended and supplemented as follows:
On January 26, 1998, early termination of the 15-day waiting period
applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, was granted. Early termination or expiration of the waiting
period was a condition to the Offer, and such condition has now been satisfied.
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SIGNATURE
After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this Amendment to the
Tender Offer Statement is true, complete and correct.
Dated: January 27, 1998
IT-OHIO, INC.
By /s/ Anthony J. DeLuca
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Anthony J. DeLuca
President
SIGNATURE
After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this Amendment to the
Tender Offer Statement is true, complete and correct.
Dated: January 27, 1998
INTERNATIONAL TECHNOLOGY CORPORATION
By /s/ Anthony J. DeLuca
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Anthony J. DeLuca
President and Chief Executive Officer
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