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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
[AMENDMENT NO. 2]
_________________
OHM CORPORATION
(Name of Issuer)
INTERNATIONAL TECHNOLOGY CORPORATION
IT-OHIO, INC.
(Name of Person(s) Filing Statement)
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 AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
____________________
Copy to:
PETER F. ZIEGLER, ESQ.
KAREN E. BERTERO, ESQ.
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3197
(213) 229-7000
a. [_] This statement is filed in connection with (check the appropriate box):
The filing of solicitation materials or an information statement subject
to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation 14C [17
CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [(S) 240.13e-3(c)] under
the Securities Exchange Act of 1934. [Amended in Release No. 34-23789
((P) 84,044), effective January 20, 1987, 51 F. R. 42048.]
b. [X] The filing of a registration statement under the Securities Act of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [_]
____________________
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
<S> <C> <C>
$142,423,935.00 $42,015.06
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* Determined pursuant to Rule 0-11(b)(2) of the Securities Exchange Act of 1934.
[X] Check box if any part of the fee is offset as provided by Rule 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: $42,015.06 Filing Party: International Technology Corporation
Form or Registration No.: Registration Statement on Form S-4 Date Filed: February 12, 1998
(Reg. No. 333-46183)
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INTRODUCTION
This Amendment No. 2 (this "Amendment") filed by International Technology
Corporation, a Delaware corporation ("ITC"), and IT-Ohio, Inc., an Ohio
corporation ("Merger Sub"), amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3 (the "Schedule 13E-3") filed by ITC in relation to
the acquisition of OHM Corporation, an Ohio corporation ("OHM"), by ITC.
This Amendment is being filed in part to add Merger Sub as a person filing
this Schedule Rule 13E-3 in addition to ITC. Also, this Amendment is being filed
to amend any and all cross-references made in the Schedule 13E-3 to the section
of the Registration Statement on Form S-4 (Registration No. 333-46183) (the
"Registration Statement") filed by ITC entitled "SPECIAL FACTORS--Certain
Federal Income Tax Consequences" to hereinafter refer to the section therein
entitled "SPECIAL FACTORS--Material Federal Income Tax Consequences."
ITEM 14. FINANCIAL INFORMATION.
The response to Item 14 is hereby amended and supplemented as follows:
(a)(3) and (4) Reference is hereby made to the information set forth
in the section of the Registration Statement entitled "SUMMARY--
Selected Historical Financial Data," which is incorporated herein by
reference.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
INTERNATIONAL TECHNOLOGY CORPORATION
By: /s/ Anthony J. DeLuca
_____________________________________
Anthony J. DeLuca
President and Chief Executive Officer
IT-OHIO, INC.
By: /s/ Anthony J. DeLuca
_____________________________________
Anthony J. DeLuca
President and Chief Executive Officer
Dated: April 28, 1998
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* There are no exhibits to this Amendment No. 2
