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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 4)
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
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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. 4 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 (each a "Share") 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 "Schedule 14D-1"). All capitalized terms not defined herein have the
meanings given to them in the Offer to Purchase (the "Offer to Purchase") filed
as Exhibit (a)(1) to the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
(f) The response to Item 10(f) is hereby amended and supplemented as
follows:
The Offer has been extended to 6:00 p.m., New York City time, on Tuesday,
February 17, 1998. On February 17, 1998, the Purchaser issued a press release
announcing such extension and reporting that approximately 10,715,700 Shares
(including approximately 613,000 shares subject to guaranteed delivery) had been
tendered pursuant to the Offer and not withdrawn to date. A copy of the press
release has been filed as Exhibit (a)(9) to this Amendment No. 4 and is
incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press release, dated February 17, 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 Amendment to the
Tender Offer Statement is true, complete and correct.
Dated: February 17, 1998
IT-OHIO, INC.
By /s/ James G. Kirk
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James G. Kirk
Secretary
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: February 17, 1998
INTERNATIONAL TECHNOLOGY
CORPORATION
By /s/ James G. Kirk
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James G. Kirk
Vice President and General Counsel
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(9) Press release, dated February 17, 1998.
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EXHIBIT (a)(9)
INTERNATIONAL TECHNOLOGY CORPORATION
2790 MOSSIDE BOULEVARD
MONROEVILLE, PENNSYLVANIA 15146-2792
CONTACT: Harry J. Soose - (412) 372-7701
Richard J. Conte - (412) 372-7701
Grace Protos of MacKenzie Partners, Inc.
(800) 322-2885
FOR IMMEDIATE RELEASE
INTERNATIONAL TECHNOLOGY ANNOUNCES EXTENSION OF TENDER OFFER
MONROEVILLE, PENNSYLVANIA, February 17, 1998 -- International Technology
Corporation ("ITC") today announced that it has extended the expiration of the
outstanding cash tender offer for 13,933,000 shares of common stock, par value
$0.10, of OHM Corporation ("OHM") by IT-Ohio, Inc., a wholly owned subsidiary of
ITC. The expiration for the tender offer has been extended to 6:00 p.m., New
York City time, on Tuesday, February 17, 1998. The offer was previously
scheduled to expire at 9:00 a.m. on Tuesday, February 17, 1998. Other than the
expiration, the terms of the offer remain the same, including the offer
price of $11.50 per share, net to each tendering stockholder.
ITC reported, based on information provided by the depositary for the
offer, that as of 5:00 p.m. on February 16, 1998, approximately 10,715,700
shares (including approximately 613,000 shares subject to guaranteed delivery)
had been tendered pursuant to the offer.
For further information, please contact MacKenzie Partners, Inc. at (800)
322-2885, which is acting as the Information Agent for the offer.
