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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1)
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. 1 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:
At 11:59 p.m. on January 21, 1998 the period during which the Ohio Division
(as defined in the Offer to Purchase filed as exhibit (a)(2) to the Schedule
14D-1) could have summarily suspended the continuation of the Offer expired
without any such action by the Ohio Division.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release, dated January 16, 1998, issued by Parent with respect
to the commencement of the Offer.
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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 22, 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 22, 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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NEWS RELEASE
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10018
CONTACT:
Grace Protos
- -----------------------------
(212) 929-5500 (call collect)
(800) 322-2885
FOR IMMEDIATE RELEASE:
INTERNATIONAL TECHNOLOGY CORPORATION COMMENCES TENDER OFFER
FOR OHM CORPORATION COMMON STOCK
PITTSBURGH, PENN., JAN. 16, 1998-INTERNATIONAL TECHNOLOGY CORPORATION
(NYSE:ITX), announced today that its wholly-owned subsidiary IT-Ohio, Inc. has
commenced a previously announced tender offer for the purchase of 13,933,000
shares of OHM CORPORATION (NYSE:OHM) common stock at a price of $11.50 per
share, net to each tendering shareholder in cash. The offer is being made
pursuant to the previously announced merger agreement among ITX, IT-Ohio,
Inc., and OHM pursuant to which IT-Ohio, Inc. would combine with OHM in a two-
step transaction, the first consisting of a cash tender offer for 13,933,000
OHM shares (approximately 50.6% of the outstanding common stock of OHM).
Following the consummation of the tender offer, IT-Ohio would be merged into
OHM, OHM would become a wholly-owned subsidiary of ITX and the remaining
outstanding shares of OHM common stock would be converted into the right to
receive 1.394 shares of ITX common stock (subject to adjustment in certain
circumstances).
The offer is conditioned upon, among other things, there being validly
tendered by the Expiration Date, and not withdrawn, at least 13,933,000 shares
of OHM Common Stock. The offer, proration period and withdrawal rights of
shareholders wishing to participate in the tender offer will expire at 9 a.m.,
New York City time, on Tuesday, February 17, 1998, unless ITX elects (subject
to the terms of its agreement with OHM) to extend the offer. MacKenzie
Partners, Inc. is acting as information agent.
ITX is a leading global environmental infrastructure solutions firm. The
Company provides a full range of technology-driven, value-added consulting,
engineering and construction capabilities through a network of more than 40
offices in the U.S. and select international locations.
OHM is a leading diversified services firm, providing a broad range of
outsourced services for government and private sector clients. The Company has
worked at 300 military bases on projects for the U.S. Army Corps of Engineers,
the U.S. Departments of the Navy and the Air Force as well as projects for the
U.S. Environmental Protection Agency and the Department of Energy. Private
sector clients include those in petroleum, chemical, transportation and
general manufacturing.
