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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 25, 1998
INTERNATIONAL TECHNOLOGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-9037 33-0001212
(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
2790 Mosside Boulevard 15146-2792
Monroeville, Pennsylvania
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (412) 372-7701
None
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 25, 1998, International Technology Corporation ("ITC")
announced that its wholly owned subsidiary, IT-Ohio, Inc., an Ohio corporation
("IT-Ohio"), accepted for payment and paid for 13,933,000 shares (the "Shares")
of common stock, par value $0.10 per share ("Common Stock"), of OHM Corporation
("OHM") in the cash tender offer for the Shares at $11.50 per share (the
"Offer"), which expired at 12:00 midnight New York City time on Tuesday,
February 24, 1998.
Concurrent with the payment by IT-Ohio for the Shares in the Offer,
OHM repurchased approximately 2,535,000 shares of Common Stock from a principal
shareholder. As a result of the consummation of the Offer and the share
repurchase, IT-Ohio owns approximately 54% of the outstanding Common Stock.
Financing for the Offer was provided under a Credit Agreement entered into
on February 25, 1998 by ITC, IT-Ohio and IT Corporation ("IT"), a wholly-owned
subsidiary of ITC, which provides for tender offer credit facilities (the
"Tender Offer Credit Facilities") in the aggregate amount of $240 million and
merger credit facilities (the "Merger Credit Facilities") in the aggregate
amount of $425 million. On February 25, 1998, (i) ITC borrowed approximately $54
million under the revolving credit portion of the Tender Offer Credit Facilities
and used the proceeds from such loan, together with available cash, to make an
approximately $80.2 million capital contribution to IT-Ohio; (ii) IT-Ohio
borrowed $80 million under the term loan portion of the Tender Offer Credit
Facilities and used the proceeds from such loan and from the capital
contribution from ITC to pay for the Shares accepted for payment in the Offer
and (iii) IT borrowed approximately $72.5 million under the revolving credit
portion of the Tender Offer Credit Facilities and used the proceeds from such
loan to refinance outstanding IT indebtedness.
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of January 15, 1998, among OHM, IT-Ohio and ITC under which the Offer
was made, ITC intends to complete the merger of IT-Ohio with and into OHM, with
OHM continuing as the surviving corporation (the "Merger"). At the effective
time of the Merger, each remaining share of Common Stock outstanding will be
converted into the right to receive ITC common stock and cash pursuant to the
terms of the Merger Agreement. The directors of IT-Ohio at the effective time of
the Merger will be the initial directors of the surviving corporation and the
officers of OHM at the effective time of the Merger will be the initial officers
of the surviving corporation, in each case from and after the effective time of
the Merger until their respective successors are duly elected or appointed and
qualified or until their earlier death, resignation or removal in accordance
with the surviving corporation's articles of incorporation and regulations.
Concurrent with the Merger, ITC intends to borrow under the Merger Credit
Facilities for the purpose of refinancing debt outstanding under the Tender
Offer Credit Facilities and OHM debt, as well as for working capital purposes.
OHM (and its predecessors) is one of the largest providers of
technology-based, on-site hazardous waste remediation services in the United
States. OHM has been in the environmental services business since 1969. OHM has
successfully completed approximately 31,000 projects involving contaminated
groundwater, soil and facilities. OHM provides a wide range of environmental
services, primarily to government agencies and to large chemical, petroleum,
transportation and industrial companies. OHM has worked for the United States
Environmental Protection Agency, the Department of Defense (including the U.S.
Army Corps of Engineers and the U.S. Departments of the Air Force, Army and
Navy), the Department of Energy, a number of state and local governments and a
majority of the Fortune 100 industrial and service companies. In addition to its
technology-based, on-site remediation services, OHM also offers a broad range of
other services, including site assessment, engineering, remedial design and
analytical testing. Service is provided through 30 regional offices, one fixed
laboratory at its headquarters facility in Findlay, Ohio, eight mobile
laboratories and approximately 2,800 pieces of mobile treatment and related
field equipment.
A copy of ITC's press releases, dated February 25, 1998, announcing
the expiration of the Offer and the acceptance for payment of shares of Common
Stock in the Offer, are filed as exhibits to this Current Report on Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
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Financial Statements of OHM Corporation:
*(i) Consolidated Balance Sheets, as of December 31, 1997 and
1996.
*(ii) Consolidated Statements of Operations for the years ended
December 31, 1997, 1996 and 1995.
*(iii) Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995.
________________________
* Incorporated by reference from OHM Corporation's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997.
(b) Pro Form Financial Information.
------------------------------
It is impracticable to file at this time the pro forma financial
information required by Item 7(b) of Form 8-K. Such pro forma financial
information will be filed or incorporated by reference when available, but in no
event later than May 11, 1998.
(c) Exhibits.
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*99.1 Credit Agreement, dated as of February 25, 1998, among
ITC, IT Corporation, IT-Ohio, the institutions from time
to time party thereto as lenders, the institutions from
time to time party thereto as issuing banks, Citicorp USA,
Inc., in its capacity as administrative agent, and
BankBoston, N.A., in its capacity as documentation agent.
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*99.2 Press release dated February 25, 1998 announcing the
expiration of the Offer.
*99.3 Press release dated February 25, 1998 announcing the
acceptance of the Shares for payment.
99.4 Consent of Ernst & Young LLP, independent auditors for OHM
Corporation.
________________________________
* Incorporated by reference from Amendment No. 6 to the Schedule 14D-1 filed by
ITC and IT-Ohio on February 27, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
INTERNATIONAL TECHNOLOGY
CORPORATION
Date: March 5, 1998 By: /s/ James M. Redwine
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James M. Redwine
Senior Corporate Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
*99.1 Credit Agreement, dated as of February 25, 1998,
among ITC, IT Corporation, IT-Ohio, the
institutions from time to time party thereto as
lenders, the institutions from time to time party
thereto as issuing banks, Citicorp USA, Inc., in
its capacity as administrative agent, and
BankBoston, N.A., in its capacity as documentation
agent.
*99.2 February 25, 1998 Press Release Announcing the
Expiration of the Offer.
*99.3 February 25, 1998 Press Release Announcing the
Acceptance of Shares for Payment.
99.4 Consent of Ernst & Young LLP, independent auditors
of OHM Corporation.
</TABLE>
________________________________
* Incorporated by reference from Amendment No. 6 to the Schedule 14D-1 filed by
ITC and IT-Ohio on February 27, 1998.
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EXHIBIT 99.4
Consent of Independent Auditors
We consent to the incorporation by reference in this Form 8-K of International
Technology Corporation of our report dated February 12, 1998 with respect to the
consolidated financial statements and schedule of OHM Corporation and
subsidiaries included in its Annual Report (Form 10-K) for the year ended
December 31, 1997.
/s/ Ernest & Young LLP
Ernest & Young LLP
February 25, 1998
Columbus, Ohio
