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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
OHM CORPORATION
(NAME OF ISSUER)
Common Stock
PAR VALUE $0.10 PER SHARE
(Title of Class and 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
Telephone: (412) 372-7701
(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[_]
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CUSIP NO. 670839 10 9 SCHEDULE 13D
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
International Technology Corporation I.D. No. 33-0001212
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
No consideration paid
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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SOLE VOTING POWER
7
NUMBER OF NONE
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 17,128,513 (SEE ITEMS 5(b) AND 6)
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EACH SOLE DISPOSITIVE POWER
9
REPORTING NONE
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
NONE
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
17,128,513
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
57.23% (See Items 5 and 6)
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, $0.10 par value per share
(the "Common Stock") of OHM Corporation ("OHM"), an Ohio corporation. The
address of the principal executive offices of OHM is 5445 Triangle Parkway,
Suite 400, Norcross, Georgia 30092.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by International Technology Corporation, a
Delaware corporation ("IT" or the "Company"). The address of IT's principal
executive offices is 2790 Mosside Boulevard, Monroeville, Pennsylvania 15146-
2792.
IT provides a wide range of environmental management services and
technologies, including the assessment, engineering, and remediation of
situations involving hazardous materials and pollution prevention and
minimization. IT was incorporated in 1983; the earliest antecedent of the
Company commenced operations in California in 1926.
During the last five years, IT has not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, IT has not been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction and has not been
and is not currently 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
IT has entered into an Agreement and Plan of Merger, dated January 15, 1998
(the "Merger Agreement"), among IT, OHM and IT-Ohio, Inc. ("Purchaser").
Pursuant to the Merger Agreement, Purchaser, a wholly owned subsidiary of IT, is
making a tender offer (the "Offer") to purchase 13,933,000 shares of Common
Stock of the OHM (each, a Share and collectively, the Shares) at a price of
$11.50 per Share, net to the tendering shareholder in cash, subject to the terms
and conditions set forth in the Offer to Purchase, dated January 16, 1998, and
the related Letter of Transmittal. The Offer is described in the Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1"), as amended, filed by
Purchaser and IT with the Securities and Exchange Commission (the "SEC") on
January 16, 1998. The Merger Agreement provides that, regardless of whether
Shares are accepted for payment or paid for in the Offer, but subject to the
satisfaction or waiver of certain conditions precedent (including the approval
of the Merger Agreement by holders of a majority of the outstanding Shares),
Purchaser will merge with and into OHM (the "Merger"), which will result in OHM
becoming a wholly owned subsidiary of IT and the
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shareholders of OHM receiving consideration consisting primarily of shares of
Common Stock of IT ("IT Common Stock"). The Offer and the Merger are more fully
described in the Schedule 14D-1.
As a prerequisite to the listing on the New York Stock Exchange ("NYSE") of
the shares of IT Common Stock to be issued pursuant to the Merger Agreement, the
NYSE requires that the issuance of the shares of IT Common Stock pursuant to the
Merger Agreement be approved by a majority of the votes cast on the proposal
(the "Approval"). Pursuant to the Merger Agreement, the Approval is a condition
precedent to the Merger.
In connection with the Merger Agreement, IT entered into an Amended and
Restated Share Repurchase Agreement, dated as of February 11, 1998 (the
"Share Repurchase Agreement"), among IT, Waste Management, Inc., a Delaware
corporation ("WMX"), Rust International, Inc., a Delaware corporation ("Rust
International"), and Rust Remedial Services Holding Company Inc., a Delaware
corporation ("Rust") which, among other things, provides for certain voting
arrangements with respect to OHM Common Stock beneficially owned by WMX and
Rust. WMX and Rust are the beneficial owners of 10,368,000 shares of Common
Stock, including 700,000 currently exercisable warrants held by WMX (the
"Warrants"). In addition, in connection with the Merger Agreement, IT entered
into a voting agreement, dated as of January 15, 1998 (the "OHM Voting
Agreement"), among IT, certain stockholders of OHM (the "OHM Stockholders") and
OHM. The OHM Stockholders collectively beneficially own 6,760,513 shares of
Common Stock. The Share Repurchase Agreement and OHM Voting Agreement are both
described in Item 6.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) The aggregate number and percentage of Common Stock to which this
statement relates is 17,128,513 Shares, representing approximately 57.23% of
the Common Stock.
(b) Rust, WMX and the OHM Stockholders (collectively, the "Stockholders")
have agreed to grant to IT an irrevocable proxy to vote their respective shares
of Common Stock in the manner described in the Share Repurchase Agreement and
the OHM Voting Agreement (see Item 6).
(c) Not applicable.
(d) Except as provided in the Share Repurchase Agreement and the OHM Voting
Agreement, the Stockholders retain full power to vote and have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, their Common Stock. Below is a list of the Stockholders and
the number and percentage of Common Stock they beneficially own.
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<TABLE>
<CAPTION>
Approximate
Number of Shares of Percentage of Shares
Name of Stockholder Common Stock of Common Stock
------------------- ------------ ---------------
<S> <C> <C>
WMX and Rust/1/ 10,368,000 36.69%
W. Wayne Huizenga/2/ 1,500,000 5.25%
Huizenga Family Foundation, Inc. 500,000 1.81%
James L. Kirk/3/ 2,221,576 7.92%
Joseph R. Kirk/4/ 2,538,937 9.14%
</TABLE>
________________________________
/1/. Includes currently exercisable warrants beneficially held by WMX to
purchase 700,000 shares of Common Stock.
/2/. Includes options currently exercisable or exercisable within 60 days to
purchase 1,000,000 shares of Common Stock.
/3/. Includes currently exercisable options to purchase 463,279 shares of Common
Stock, 181 shares of Common Stock held through the OHM Corporation
Retirement Savings Plan (the "OHM 401 (k) Plan") and 42,000 shares of
restricted stock.
/4/. Includes currently exercisable options to purchase 210,000 shares of Common
Stock and 338 shares of Common Stock held through the OHM 401 (k) Plan.
Excludes 30,201 shares of Common Stock held in three trusts by Mr. Joseph
R. Kirk's wife as trustee for the benefit of the Kirks' children, as to
which Mr. Kirk disclaims beneficial ownership.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Pursuant to the Share Repurchase Agreement and the OHM Voting Agreement,
Rust and the OHM Stockholders have agreed, among other things, (i) to vote all
the Common Stock held by them and any shares of Common Stock acquired by them
("New Shares") (A) in favor of consummation of the Transactions (as defined in
the Merger Agreement), (B) against any action or agreement that would compete
with, impede, interfere with or attempt to discourage the Transactions or
inhibit the timely consummation of the Transactions, (C) against any action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation of OHM under the Merger Agreement, and (D)
against any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of OHM
or its subsidiaries, except for the Transactions, (ii) to deliver to IT an
irrevocable proxy to vote the Common Stock held by each of them and any New
Shares acquired by any of them in a manner consistent with clause (i) of this
paragraph, (iii) not to take certain actions, or encourage or assist any other
party in taking any action, which would compete with, impede, interfere with or
attempt to discourage the Transactions or inhibit timely consummation
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of the Transactions, and (iv) not to transfer or otherwise dispose of the Common
Stock (or the Warrants, in the case of WMX) held by each of them or any New
Shares acquired by any of them during the term of the Share Repurchase Agreement
or the OHM Voting Agreement, as the case may be, except in accordance therewith.
The Share Repurchase Agreement and the OHM Voting Agreement will terminate
automatically upon the termination of the Merger Agreement.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
1. Agreement and Plan of Merger, dated as of January 15, 1998, among OHM,
IT and Purchaser (incorporated by reference from the Schedule 14D-1 filed
by IT and Purchaser on January 16, 1998).
2. Amended and Restated Share Repurchase Agreement, dated as of February
11, 1998, among IT, WMX, Rust International and Rust.
3. Company Voting Agreement, dated as of January 15, 1998, among IT, OHM
and certain stockholders of OHM (incorporated by reference from the
Schedule 14D-1 filed by IT and Purchaser on January 16, 1998).
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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 Schedule 13D is
true, complete and correct.
Dated: February 11, 1998
INTERNATIONAL TECHNOLOGY
CORPORATION
By /s/ James G. Kirk
-----------------
James G. Kirk
Vice President, Secretary and
General Counsel
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EXHIBIT 2
AMENDED AND RESTATED SHARE REPURCHASE AGREEMENT
AMENDED AND RESTATED SHARE REPURCHASE AGREEMENT (this "Agreement"),
dated as of February 11, 1998, among OHM Corporation, an Ohio corporation (the
"Company"), Waste Management, Inc., a Delaware corporation ("WMX"), Rust
International Inc., a Delaware corporation ("Rust"), Rust Remedial Services
Holding Company Inc., a Delaware corporation (the "Shareholder"), and
International Technology Corporation, a Delaware corporation ("Parent").
WHEREAS, certain of the parties are party to the Share Repurchase
Agreement, dated as of January 15, 1998, among OHM Corporation, Waste
Management, Inc., Rust International Inc., and International Technology
Corporation (the "Original Agreement"), and certain of the parties to this
Agreement are also parties to the Standstill and Non-Competition Agreement,
dated as of May 30, 1995, among the Company, WMX and Rust (the "Standstill
Agreement"); and
WHEREAS, concurrently with the execution of the Original Agreement,
the Company, Parent and IT-Ohio, Inc., an Ohio corporation ("Merger Sub"),
entered into an Agreement and Plan of Merger, dated as of January 15, 1998 (as
it may be amended from time to time, the "Merger Agreement"), which provides
that Merger Sub will make a tender offer (the "Offer") for 13,933,000 shares of
Common Stock, par value $0.10 per share, of the Company ("Shares") and that,
subsequent to the consummation of the Offer, Merger Sub will merge with and into
the Company (the "Merger" and, collectively with the Offer and the other
transactions contemplated by the Merger Agreement, the "Merger Transactions");
and
WHEREAS, the Shareholder is the record holder of an aggregate of
9,668,000 Shares (the "Shareholder Shares"); and
WHEREAS, Parent, the Company, WMX and the Shareholder wish, as a part
of the Merger Transactions, to provide for the repurchase by the Company from
the Shareholder, concurrently with the payment to BankBoston, N.A., as
Depositary for the Offer on behalf of holders of Shares tendering into the
Offer, of the aggregate purchase price for all Shares purchased in the Offer
(the "Payment Time"), of 5,235,381 Shareholder Shares (the "Repurchased
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Shares"), in a manner that will increase the aggregate number of Shares acquired
for cash in the Merger Transactions and make it possible for the Merger
Consideration (as defined in the Merger Agreement) to consist solely of shares
of Parent Common Stock (as defined in the Merger Agreement); and
WHEREAS, the parties intend for WMX and the Shareholder, considered
together, not to receive any greater consideration per Share in the Merger
Transactions than the other holders of Shares, and that for Shareholder not to
receive any greater amount of cash consideration per Share in the Merger
Transactions than the other holders of Shares; and
WHEREAS, in order to facilitate consummation of the Merger
Transactions, WMX and the Shareholder wish to agree (i) to vote or cause to be
voted the Shareholder Shares and any other shares of capital stock of the
Company held by either of them so as to facilitate consummation of the Merger
Transactions, (ii) except as provided in this Agreement, not to transfer or
otherwise dispose of or permit to be transferred or otherwise disposed of any of
the Shareholder Shares, or any other shares of capital stock of the Company,
acquired by either of them hereafter and prior to the Effective Time (as defined
in the Merger Agreement), (iii) to deliver to Parent an irrevocable proxy to
vote the Shareholder Shares and any other shares of capital stock of the Company
acquired by the Shareholder or WMX hereafter and prior to the Effective Time,
and (iv) to amend or terminate, as the case may be, certain agreements to which
certain of the parties hereto are parties, and (v) to make certain other
agreements, all as provided for herein.
NOW, THEREFORE, for good and valuable considera tion, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereto
hereby amend and restate the Original Agreement, ab initio, as follows:
ARTICLE I
Definitions; Representations and Warranties
-------------------------------------------
1.1 Definitions. Terms used herein but not defined herein shall have
-----------
the respective meanings ascribed to such terms in the Merger Agreement.
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1.2 Representations of WMX and the Shareholder. WMX and the
------------------------------------------
Shareholder jointly and severally represent and warrant to the Company that (a)
the Shareholder owns beneficially and of record (as such term is defined in the
Securities Exchange Act of 1934, as amended (the "1934 Act")) 9,668,000 Shares
free and clear of all liens, claims, charges, security interests or other
encumbrances (each, a "Lien") and, except for this Agreement and the warrants to
purchase Shares (the "Warrants") issued pursuant to the Warrant Agreement, dated
as of May 30, 1995, among the Company and WMX (the "Warrant Agreement"), there
are no options, warrants or other rights, agreements, arrangements or
commitments of any character to which WMX or the Shareholder is a party relating
to the pledge or disposition of any shares of capital stock of the Company and,
except for the Standstill Agreement and this Agreement, there are no voting
trusts or voting agreements to which WMX or the Shareholder is a party with
respect to any shares of capital stock of the Company; (b) neither WMX nor the
Shareholder beneficially owns any shares of capital stock of the Company other
than the Shareholder Shares, in the case of the Shareholder, and the Warrants,
in the case of WMX, and, except for the Warrants held by WMX, neither has any
options, warrants or other rights to acquire any additional shares of capital
stock of the Company or any security exercisable for or convertible into shares
of capital stock of the Company; (c) WMX and the Shareholder have full power and
authority to enter into, execute and deliver this Agreement and to perform fully
their respective obligations under this Agreement; and (d) this Agreement has
been duly executed and delivered by each of WMX, the Shareholder and Rust,
constitutes the legal, valid and binding obligation of WMX, the Shareholder and
Rust and is enforceable against each of them in accordance with its terms. The
foregoing representations shall survive consummation of the Merger Transactions
and the other transactions contemplated by this Agreement.
1.3 Representations of the Company. The Company represents and
------------------------------
warrants to WMX and the Shareholder that (a) the Company has full power and
authority to enter into, execute and deliver this Agreement and to perform fully
its obligations under this Agreement, (b) this Agreement has been duly executed
and delivered by the Company, constitutes the legal, valid and binding
obligation of the Company and is enforceable against it in accordance with its
terms, and (c) the Company has obtained all consents, approvals,
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permits and authorizations required to be obtained by the Company pursuant to
any law, regulation, contract, agreement or instrument in connection with the
execution and delivery of this Agreement. The foregoing representations shall
survive consummation of the Merger Transactions and the other transactions
contemplated by this Agreement.
ARTICLE II
The Repurchase and the Offer
----------------------------
2.1 Repurchase of Shares. (a) Subject to the terms and conditions
--------------------
of this Agreement, including the conditions set forth in Section 2.3, the
Company agrees to purchase from the Shareholder, and the Shareholder agrees to
sell to the Company (such purchase and sale transaction, the "Repurchase"), the
Repurchased Shares, free and clear of any Liens at a purchase price of $11.50
per Repurchased Share, or such greater price per Repurchased Share as may be
paid in the Offer (the "Repurchase Price").
(b) If for any reason the Company has not repurchased the Repurchased
Shares immediately prior to the Effective Time (as defined in the Merger
Agreement), the Company shall take such action as may be necessary at such time
to purchase the Repurchased Shares at the Repurchase Price for cash at such
time, so that the Repurchased Shares shall have been acquired by the Company,
Parent or Merger Sub prior to the Effective Time.
2.2 Repurchase Closing. (a) The delivery of the Repurchased Shares
------------------
(the "Repurchase Closing") shall take place at the offices of Sullivan &
Cromwell, 125 Broad Street, New York, New York at the Payment Time.
(b) At the Repurchase Closing:
(i) The Shareholder shall deliver to the Company certificates
representing the Repurchased Shares, duly endorsed and in form for transfer
to the Company; and
(ii) The Company shall pay to the Shareholder, by wire transfer,
to an account designated by the Shareholder no fewer than two business days
prior to the Repurchase Closing, immediately available
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funds equivalent to the Repurchase Price multiplied by the number of
Repurchased Shares.
2.3 Conditions to the Repurchase. (a) The respective obligations of
----------------------------
the Company and the Shareholder to consummate the Repurchase are subject to the
fulfillment of each of the following conditions, any or all of which may be
waived in whole or in part by the Company or the Shareholder, as the case may
be, to the extent permitted by applicable law:
(i) Concurrently with the Repurchase Closing, Merger Sub shall have
paid for Shares pursuant to the Offer.
(ii) No United States or state court or other Governmental Entity (as
defined in the Merger Agreement) of competent jurisdiction shall have
enacted, issued, promulgated, enforced or entered any statute, rule,
regulation, judgment, decree, injunction or other order (whether temporary,
preliminary or permanent) which is in effect and prohibits consummation of
the transactions contemplated by the Merger Agreement or this Agreement.
(b) The obligation of the Company to consummate the Repurchase is
subject to the condition that the representations and warranties of WMX and the
Shareholder contained in Section 1.2 are true and accurate in all material
respects as of the date hereof and as of the Repurchase Closing, provided,
however, that the foregoing condition may be waived in whole or in part by the
Company.
(c) The obligation of WMX and the Shareholder to consummate the
Repurchase is subject to the condition that the representations and warranties
of the Company contained in Section 1.3 are true and accurate in all material
respects as of the date hereof and as of the Repurchase Closing, provided,
however, that the foregoing condition may be waived in whole or in part by WMX
by the Shareholder.
2.4 The Tender Offer. WMX and the Shareholder agree that they will
----------------
not, in the aggregate, tender more than 2,142,141 Shares into the Offer.
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ARTICLE III
The Merger
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3.1 Agreement to Vote Shares. In addition to and notwithstanding the
------------------------
provisions of Section 1.2 of the Standstill Agreement, WMX and the Shareholder
agree that during the term of this Agreement they consent to and approve the
voting of the Shareholder Shares and any New Shares (as defined in Section 4.2),
(a) in favor of adoption of the Merger Agreement and in favor of consummation of
the Merger Transactions at every meeting of the shareholders of the Company at
which such matters are considered and at every adjournment thereof or in
connection with any written consent of the shareholders of the Company, (b) in
favor of the election to the Company's Board of Directors of such number of
Parent Representatives as Parent is permitted to cause to be elected to the
Company's Board of Directors pursuant to Section 1.4 of the Merger Agreement,
(c) against any action or agreement that would compete with, impede, interfere
with or attempt to discourage the Merger Transactions, or inhibit the timely
consummation of the Merger Transactions, (d) against any action or agreement
that would result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of the Company under the
Merger Agreement and (e) against any merger, consolidation, business
combination, reorganization, recapitalization, liquidation or sale or transfer
of any material assets of the Company or its subsidiaries, except for the Merger
Transactions. The Shareholder agrees to deliver to Parent upon request a proxy
substantially in the form attached hereto as Exhibit A, which proxy shall be
irrevocable during the term of this Agreement to the fullest extent permitted
under Ohio law.
3.2 No Voting Trusts. WMX and the Shareholder agree that they will
----------------
not, nor will they permit any entity under their control to, deposit any of the
Shareholder Shares or any New Shares held by them or any entity under their
control in a voting trust or subject any of the Shareholder Shares or any New
Shares held by them or any entity under their control to any arrangement with
respect to the voting of the Shareholder Shares that could result in a
shareholder's vote or action by consent of the shareholders of the Company in
opposition to or in competition with the consummation of the Merger
Transactions.
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3.3 No Proxy Solicitations. WMX and the Shareholder agree that they
----------------------
will not, nor will they permit any entity under their respective control to, (a)
solicit proxies or become a "participant" in a "solicitation" (as such terms are
defined in Regulation 14A under the 1934 Act) in opposition to or in competition
with the consummation of the Merger Transactions or otherwise encourage or
assist any party in taking or planning any action which would compete with,
impede, interfere with or attempt to discourage the Merger Transactions or
inhibit the timely consummation of the Merger Transactions, (b) directly or
indirectly encourage, initiate or cooperate in a shareholders' vote or action by
consent of the Company's shareholders in opposition to or in competition with
the consummation of the Merger Transactions, or (c) become a member of a "group"
(as such term is used in Section 13(d) of the 1934 Act) with respect to any
voting securities of the Company for the purpose of opposing or competing with
the consummation of the Merger Transactions.
3.4 Waiver of Dissenters' Rights. The Shareholder hereby
----------------------------
unconditionally and irrevocably waives its rights pursuant to Sections 1701.84
et seq. of the Ohio General Corporation Law to exercise appraisal rights or
- -- ---
dissenters' rights with respect to the Offer, the Merger, or the other
transactions contemplated by the Merger Agreement.
ARTICLE IV
Other Agreements
----------------
4.1 No Transfer or Encumbrance. In addition to and notwithstanding
--------------------------
the provisions of Section 1.8 of the Standstill Agreement, WMX and the
Shareholder agree not to transfer, sell, offer, exchange, pledge or otherwise
dispose of or encumber any of the Warrants, Shareholder Shares or New Shares on
or after the date hereof and during the term of this Agreement, except for
tenders in accordance with Section 2.4, unless the transferee agrees in writing
in form satisfactory to the Company and Parent to be bound by the terms of this
Agreement.
4.2 No Additional Purchases or Acquisitions. In addition to and
---------------------------------------
notwithstanding the provisions of Sections 1.1 and 2.4 of the Standstill
Agreement, WMX and the Shareholder agree that they will not purchase or
otherwise
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acquire beneficial ownership of any Shares or any other capital stock of the
Company after the execution of this Agreement ("New Shares"), nor will WMX or
the Shareholder voluntarily acquire the right to vote or share in the voting of
any Shares or any other capital stock of the Company other than the Shareholder
Shares, unless (in either case) WMX or the Shareholder, as the case may be,
agrees to deliver to the Board of Directors of the Company immediately after
such purchase or acquisition an irrevocable proxy in the form attached hereto as
Exhibit A with respect to such New Shares. WMX and the Shareholder also agree
that any New Shares acquired or purchased by them shall be subject to the terms
of this Agreement to the same extent as if they constituted Shareholder Shares.
4.3 First Amendment to Standstill Agreement. The Standstill
---------------------------------------
Agreement is hereby amended ab initio, as of the execution of this Agreement, to
amend Section 1.4 thereof by adding the following clause to the end of such
Section:
", except the Amended and Restated Share Repurchase Agreement, dated
February ., 1998, among OHM Corporation, Waste Management, Inc., Rust
International Inc., Rust Remedial Services Holding Company Inc. and
International Technology Corporation."
4.4 Second Amendment to Standstill Agreement. The Standstill
----------------------------------------
Agreement is hereby further amended ab initio, as of the occurrence of the
Repurchase Closing, to delete therefrom Sections 2.1 through 2.7 thereof in
their entirety.
4.5 Third Amendment to Standstill Agreement. The Standstill
---------------------------------------
Agreement is hereby further amended ab initio, as of the Repurchase Closing, to
delete therefrom Sections 3.1, 3.2 and 3.3 thereof in their entirety.
4.6 Release from Intercreditor Agreement. WMX and the Shareholder
------------------------------------
hereby consent to the payment by the Company of a pro rata taxable distribution
--- ----
(the "NSC Distribution") to holders of record of the Shares of all of the shares
of common stock, par value $0.01 per share, of NSC Corporation held by the
Company (the "NSC Shares") and waive their rights to reimbursement pursuant to
the Reimbursement Agreement, dated as of May 31, 1995, among the Company,
Remediation and WMX, and the Intercreditor
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Agreement, dated as of May 31, 1995, among WMX, the Administrative Agent and the
Issuing and Paying Agent, and hereby release the NSC Shares from any security
interest (pursuant to pledge agreements or otherwise) which WMX may have with
respect to such NSC Shares. WMX agrees to execute any documents reasonably
necessary to give effect to the provisions of this Section, promptly upon
request therefor made by the Company.
4.7 Termination of the Guaranty Agreement. The parties hereby agree
-------------------------------------
that the Guaranty Agreement, dated as of May 30, 1995, between the Company and
WMX, shall be terminated effective as of the Common Termination Date.
4.8 Cancellation of The Warrants.
----------------------------
(a) The parties hereby agree that the Warrant Agreement shall be
terminated and the Warrants shall be canceled effective as of the date on which
the Guaranty, made as of May 31, 1995, by WMX in favor of the Banks listed
therein (the "Guaranty"), terminates in accordance with Section 10(a) thereof
(such date, the "Common Termination Date"), without the payment of any separate
consideration therefor. The parties hereby agree to use their reasonable best
efforts to cause the events specified in Section 10(a) of the Guaranty to occur
prior to the second business day subsequent to the Effective Time.
(b) WMX agrees not to exercise its rights pursuant to Sections 3.1 or
3.2 of the Warrant Agreement prior to the earlier to occur of (i) the second
business day subsequent to the Effective Time, and (ii) the termination of the
Merger Agreement in accordance with its terms.
(c) WMX agrees not to exercise its rights pursuant to Section 2.2 of
the Warrant Agreement with respect to the Merger Transactions prior to the
second business day subsequent to the Effective Time.
(d) WMX hereby waives its rights under Sections 2.1 through 2.7 of
the Warrant Agreement with respect to the NSC Distribution.
-9-
<PAGE>
ARTICLE V
Miscellaneous
-------------
5.1 Specific Performance. Each party hereto acknowledges that it
--------------------
will be impossible to measure in money the damage to the other party if a party
hereto fails to comply with any of the obligations imposed by this Agreement,
that every such obligation is material and that, in the event of any such
failure, the other party will not have an adequate remedy at law or damages.
Accordingly, each party hereto agrees that injunctive relief or other equitable
remedy, in addition to remedies at law or damages, is the appropriate remedy for
any such failure and will not oppose the granting of such relief on the basis
that the other party has an adequate remedy at law. Each party hereto agrees
that it will not seek, and agrees to waive any requirement for, the securing or
posting of a bond in connection with any other party's seeking or obtaining such
equitable relief.
5.2 Entire Agreement. This Agreement and the Standstill Agreement
----------------
(as herein amended) supersede all prior agreements, written or oral, among the
parties hereto with respect to the subject matter hereof and contains the entire
agreement among the parties with respect to the subject matter hereof. This
Agreement may not be amended, supplemented or modified, and no provisions hereof
may be modified or waived, except by an instrument in writing signed by all the
parties hereto. No waiver of any provisions hereof by any party shall be deemed
a waiver of any other provisions hereof by any such party, nor shall any such
waiver be deemed a continuing waiver of any provision hereof by such party.
5.3 Notices. Any notice, request, instruction or other document to
-------
be given hereunder by any party to the others shall be in writing and delivered
personally or sent by registered or certified mail, postage prepaid, or by
facsimile:
-10-
<PAGE>
if to WMX, the Shareholder or Rust:
----------------------------------
Herbert A. Getz
Waste Management, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60523
Telecopier: (630) 572-9130
with a copy to:
John H. Bitner
Bell, Boyd & Lloyd
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60602-4207
Telecopier: (312) 372-2098
if to the Company:
-----------------
Steven E. Harbour
OHM Corporation
5445 Triangle Parkway, Suite 400
Norcross, Georgia 30092
Telecopier: (770) 849-3110
with a copy to:
Joseph B. Frumkin
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Telecopier: (212) 558-3588
and a copy to:
Thomas C. Daniels
Jones Day Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Telecopier: (216) 579-0212
-11-
<PAGE>
if to Parent:
------------
James G. Kirk
International Technology Corporation
2790 Mosside Boulevard
Monroeville, PA 15146-2792
Telecopier: (412) 858-3978
with a copy to:
Peter F. Ziegler
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
Telecopier: (213) 229-7520
or to such other persons or addresses as may be designated in writing by the
party to receive such notice as provided above.
5.4 Miscellaneous.
-------------
(a) This Agreement shall be deemed a contract made under, and for all
purposes shall be construed in accordance with, the laws of the State of Ohio
applicable to agreements executed in and solely to be performed within such
State.
(b) If any provision of this Agreement or the application of such
provision to any person or circumstances shall be held invalid or unenforceable
by a court of competent jurisdiction, such provision or application shall be
unenforceable only to the extent of such invalidity or unenforceability and the
remainder of the provision held invalid or unenforceable and the application of
such provision to persons or circumstances, other than the party as to which it
is held invalid, and the remainder of this Agreement, shall not be affected.
(c) This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
(d) This Agreement shall terminate automatically upon the termination
of the Merger Agreement. This Agreement may be terminated by the Company at any
time if
-12-
<PAGE>
WMX or the Shareholder shall have failed to comply with any of their respective
covenants or agreements contained in this Agreement. This Agreement may be
terminated by WMX or the Shareholder at any time if the Company shall have
failed to comply with any of its covenants or agreements contained in this
Agreement.
(e) Each party hereto shall execute and deliver such additional
documents as may be necessary or desirable to effect the transactions
contemplated by this Agreement.
(f) All Section headings herein are for convenience of reference only
and are not part of this Agreement, and no construction or reference shall be
derived therefrom.
(g) The obligations of the parties set forth in this Agreement shall
not be effective or binding upon any party hereto until after such time as the
Merger Agreement is executed and delivered by the Company, Parent and Merger
Sub, and the parties agree that there is not and has not been any other
agreement, arrangement or understanding between the parties hereto with respect
to the matters set forth herein.
-13-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first written above.
OHM CORPORATION
By: /s/ Steven E. Harbour
-------------------------------
Name:
Title:
WASTE MANAGEMENT, INC.
By: /s/ Herbert Getz
-------------------------------
Name:
Title:
RUST INTERNATIONAL INC.
By: /s/ Herbert Getz
-------------------------------
Name:
Title:
RUST REMEDIAL SERVICES
HOLDING COMPANY INC.
By: /s/ Dale Tauke
-------------------------------
Name:
Title:
<PAGE>
INTERNATIONAL TECHNOLOGY
CORPORATION
By: /s/ James Redwine
-------------------------------
Name:
Title:
<PAGE>
(EXHIBIT A)
FORM OF PROXY
The undersigned, for consideration received, hereby appoints Anthony
J. DeLuca and James G. Kirk and each of them my proxies, with power of
substitution and resubstitution, to vote all shares of Common Stock of OHM
Corporation, an Ohio corporation (the "Company"), [and [insert any other Shares
(as defined in the Amended and Restated Share Repurchase Agreement) or other
shares of capital stock of the Company owned by the Shareholder)]] owned by the
undersigned at the Special Meeting of Shareholders of the Company to be held
[insert date, time and place] and at any adjournment thereof IN FAVOR OF
adoption of the Agreement and Plan of Merger, dated as of January 15, 1998 (the
"Merger Agreement"), among the Company, International Technology Corporation
("Parent") and IT-Ohio, Inc., IN FAVOR OF consummation of the Merger
Transactions, IN FAVOR OF [List such number of Parent Representatives (as
defined in Section 1.4 of the Merger Agreement) as Parent is permitted to cause
to be elected to the Company's Board of Directors pursuant to Section 1.4 of the
Merger Agreement], and AGAINST [insert description of any action or agreement
that would compete with, impede, interfere with or attempt to discourage the
Merger Transactions or inhibit the timely consummation of the Merger
Transactions or any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of the Company under the Merger Agreement or any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of the Company or its
subsidiaries]. This proxy is coupled with an interest, revokes all prior
proxies granted by the undersigned and is irrevocable until such time as the
Amended and Restated Share Repurchase Agreement, dated as of February __, 1998
among the undersigned and the Company terminates in accordance with its terms.
Dated _________, 1998
RUST REMEDIAL SERVICES HOLDING
COMPANY INC.
By:___________________________
Name:
Title:
