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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
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)
FEBRUARY 25, 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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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
International Technology Corporation I.D. No. 33-0001212
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7. SOLE VOTING POWER
NUMBER OF
13,933,000
SHARES ------------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
700,000 (See Items 5(b) and 6)
OWNED BY
EACH ------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 13,933,000
WITH ------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
NONE
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,633,000 (See Items 5(b) and 6)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 55% (See Items 5(b) and 6)
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No.1 amends and supplements the Statement of Beneficial
Ownership on Schedule 13D, dated February 11, 1998 (the "Schedule 13D"), of
International Technology Corporation, a Delaware Corporation ("IT" or the
"Company"), filed in connection with the offer to purchase 13,933,000 shares of
Common Stock, par value $0.10 per share (each a "Share"), of OHM Corporation, an
Ohio Corporation ("OHM"), for $11.50 in cash to each tendering shareholder (the
"Offer"), and certain related voting arrangements entered into among the Company
and certain shareholders of OHM Common Stock. All capitalized terms not defined
herein have the meanings given to them in the Schedule 13D.
COVER PAGE
The cover page of the Schedule 13D is hereby amended and modified as
follows:
(4) The response to Number 4 is hereby amended and restated in its
entirety to state:
"BK"
(7) The response to Number 7 is hereby amended and restated in its
entirety to state:
"13,933,000"
(8) The response to Number 8 is hereby amended and restated in its
entirety to state:
"700,000 (See Items 5(b) and 6)"
(9) The response to Number 9 is hereby ameded and restated in its entirety
to state:
"13,933,000"
(11) The response to Number 11 is hereby amended and restated in its
entirety to state:
"14,633,000"
(13) The response to Number 13 is hereby amended and restated in its
entirety to state:
"Approximately 55%"
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The response to Item 3 is hereby amended and restated in its entirety as
follows:
"On February 25, 1998, IT, Purchaser and IT Corporation ("ITC"), a wholly
owned subsidiary of IT, Citicorp USA, Inc. ("Citicorp" and, in its capacity as
administrative agent, the "Administrative Agent") and BankBoston, N.A.
("BankBoston" and, in its capacity as agent, together with the Administrative
Agent, the "Agents"), individually and as agent banks for a group of lenders,
and certain lenders, entered into a Credit Agreement (the "Credit Agreement")
providing 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) IT 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 Purchaser; (ii) Purchaser 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 IT to
pay for the Shares accepted for payment in the Offer and (iii) ITC 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 ITC indebtedness.
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The Tender Offer Credit Facilities are secured by a security interest in
substantially all of the assets of the Company and its subsidiaries (including
the Shares acquired by Purchaser in the Offer but excluding the assets of OHM
and its subsidiaries).
Loans made under the Tender Offer Credit Facilities bear interest at a rate
equal to LIBOR plus 2.50% per annum (or Citibank's base rate plus 1.50% per
annum) through the date that is four months after completion of the Offer or
June 25, 1998. If the loans continue to be outstanding on that date, the rate
will increase by 1.00% per annum, and will increase by an additional 0.50% per
annum on the corresponding date in each of the six succeeding months, if the
loans are still outstanding on those dates.
The Merger Credit Facilities will consist of an eight-year amortizing term
loan of up to $228 million and a six-year revolving credit facility of up to $50
million. The proceeds of loans made under the Merger Credit Facilities will be
used to finance the cash consideration to be paid in the Merger, to pay related
expenses and costs, to refinance the Company's, ITC's and Purchaser's loans
outstanding under the Tender Offer Credit Facilities and OHM's loans outstanding
under its existing credit facility provided by a group of lenders for which
Citicorp USA, Inc. is agent, to provide working capital for IT and its
subsidiaries (including OHM and its subsidiaries) after completion of the
Merger, and for general corporate purposes of the Company and its subsidiaries.
The Merger Credit Facilities will be secured by a security interest in
substantially all of the assets of IT and its subsidiaries (including the assets
of OHM and its subsidiaries).
The term loans made under the Merger Credit Facilities will bear interest
at a rate equal to LIBOR plus 2.50% per annum (or Citibank's base rate plus
1.50% per annum), and revolving loans made under the Merger Credit Facilities
will bear interest at a rate equal to LIBOR plus 2.00% per annum (or Citibank's
base rate plus 1.00% per annum), through the date that is six months after
completion of the Merger, with adjustments thereafter based on the terms of the
Credit Agreement. A commitment fee of 0.375% per annum will accrue on the
maximum amount of the Merger Offer Credit Facility (less the amount of the
Tender Offer Credit Facility) from May 1, 1998 (if the Merger has not then
occurred) to the earlier of the date on which the Merger is completed or the
termination of the commitment for the Merger Credit Facilities (which occurs 270
days after completion of the Offer). After completion of the Merger a
commitment fee will accrue on the portion of the revolving credit facility that
is unused from time to time at a rate initially equal to 0.375% per annum,
subject to adjustment based on the terms of the Credit Agreement.
The loans made under the Tender Offer Credit Facilities will not amortize,
and will be payable in full at their maturity if not refinanced with proceeds of
loans made under the Merger Credit Facility. The term loan made under the Merger
Credit Facility will amortize on a quarterly basis in aggregate annual
installments of $4.5 million for the first six years after the Merger, with the
remainder payable in eight equal quarterly installments in the seventh and
eighth years after the Merger.
The availability of the Merger Credit Facilities is subject to the following
conditions: (i) satisfaction of the conditions to the Merger, without any waiver
that is not approved by the Agents and requisite lenders; (ii) the Merger
Agreement not having been amended, waived or modified in any material respect
without the approval of the Agents and the lenders; (iii) the Merger shall have
been consummated in accordance with the terms of the Merger Agreement; (iv) no
material adverse change with respect to ITC and OHM on a combined basis or their
respective principal operating subsidiaries; and (v) certain other conditions
customary for credit facilities of this type."
ITEM 4. PURPOSE OF TRANSACTION
The response to Item 4 is hereby amended and supplemented as follows:
"Having successfully received the minimum number of Shares in the Offer,
Purchaser accepted 13,933,000 Shares of OHM common stock for payment on February
25, 1998. Concurrent with the payment by Purchaser for the 13,933,000 Shares in
the Offer, OHM repurchased approximately 2,535,000 Shares of OHM Common Stock
from a principal shareholder. Giving effect to the Offer and the share
repurchase, Purchaser beneficially owns approximately 54% of the outstanding
shares of Common Stock of OHM.
On March 4, 1998, pursuant to the terms of the Merger Agreement, the OHM
Board of Directors was reconstituted. The OHM Board now consists of five
members, three of whom are representatives of IT and two of whom are continuing
directors of OHM. Messrs. Anthony J. DeLuca, Daniel A. D'Aniello and Philip B.
Dolan have been appointed to the OHM Board as IT representatives. Messrs.
Richard W. Pogue and Charles W. Schmidt remain on the OHM Board as well. In
conjunction with the Board change, Mr. DeLuca was appointed as Chairman of the
Board, President and Chief Executive Officer of OHM.
Under the OGCL, the approval of the Board and the affirmative vote of the
holders of a majority of the outstanding Shares are required to approve and
adopt the Merger Agreement and the transactions contemplated thereby, including
the Merger. The OHM Board approved and adopted the Merger Agreement and the
transactions contemplated thereby, including the Merger, on January 14, 1998.
The Joint Proxy Statement/Registration Statement containing detailed information
concerning the Merger will be furnished to shareholders of OHM in connection
with a special meeting to be called by OHM to vote on the Merger. In the Merger
Agreement, OHM has agreed to take all action necessary to convene a special
meeting of its shareholders as promptly as practicable after the consummation of
the Offer for the purpose of considering and taking action on the Merger
Agreement and the transactions contemplated thereby. Giving effect to the
purchase of Shares in the Offer and the concurrent share repurchase from a
principal shareholder, Purchaser beneficially owns approximately 54% of the
outstanding shares of Common Stock and thus has sufficient voting power to cause
the approval and adoption of the Merger Agreement and the transactions
contemplated thereby without the affirmative vote of any other shareholder of
OHM."
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ITEM 5. INTEREST IN SECURITIES OF ISSUER
The response to Item 5 is hereby amended and supplemented as follows:
The response to subparagraph (a) is hereby amended and restated in its
entirety as follows:
"(a) the aggregate number and percentage of Common Stock to which this
statements relates is 14,633,000 Shares (which includes 700,000 Warrants held
by WMX), representing approximately 55% of the outstanding Common Stock. See
Item 5(b)."
The response to subparagraph (b) is hereby amended and supplemented
as follows:
"(b) Pursuant to the terms of the Merger Agreement, of the 17,128,513
Shares subject to the OHM Voting Agreement and the Share Repurchase Agreement,
an aggregate of 5,087,234 Shares were tendered by the OHM Stockholders in the
Offer, options to purchase an aggregate of 1,000,000 Shares owned by W. Wayne
Huizenga were terminated in exchange for the payment by OHM to Mr. Huizenga for
$1,500,000 in connection with the Offer, options to purchase an aggregate of
75,000 Shares and 50,000 Shares held, respectively, by James L. Kirk and Joseph
R. Kirk were exercised and sold in the open market, options to purchase an
aggregate of 388,279 Shares and 160,000 Shares held, respectively, by Messrs.
James Kirk and Joseph Kirk were terminated in exchange for the payment by OHM to
each of Messrs. James Kirk and Joseph Kirk of the dollar amount equal to the
difference between $11.50 per Share and each option's exercise price, 7,110,769
Shares were tendered by Rust in the Offer, 2,557,231 Shares that Rust held owned
were purchased by OHM pursuant to the Share Repurchase Agreement, and the
700,000 Warrants held by WMX, which remain outstanding, may not be exercised or
disposed of except pursuant to the terms of the Shares Repurchase Agreement.
As a result of the above-described transactions, the Company retains the
rights granted to it pursuant to the OHM Voting Agreement and the Share
Repurchase Agreement in connection with the Warrants held by WMX or any New
Shares acquired by any of the Stockholders, including the right to receive an
irrevocable proxy with respect to any New Shares acquired."
The response to subparagraph (d) is hereby amended and supplemented as
follows:
(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, any New Shares acquired by any of them."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
The response to Item 6 is hereby amended and supplemented to state:
"As a result of the transactions described in Item 5(b), the Company
retains the rights granted to it pursuant to the OHM Voting Agreement and the
Share Repurchase Agreement in connection with the Warrants held by WMX and any
New Shares acquired by any of the Stockholders, including the right to receive
an irrevocable proxy with respect to any New Shares acquired."
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The response to Item 7 is hereby amended and supplemented as follows:
*6 Credit Agreement, dated as of February 25, 1998, among IT,
ITC, Purchaser, 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.
_______________________________
* Incorporated by reference from Amendment No. 6 to the Schedule 14D-1 filed by
ITC and Purchaser on February 27, 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 is true,
complete and correct.
Dated: March 12, 1998
INTERNATIONAL TECHNOLOGY CORPORATION
By /s/ James M. Redwine
-----------------------------------------
James M. Redwine
Senior Corporate Counsel
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<CAPTION>
EXHIBIT INDEX
Exhibit Description
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<S> <C>
*6 Credit Agreement, dated as of February 25, 1998,
among IT, ITC, Purchaser, the institutions from
time to time party thereto as lenders, the
institutions from ti me 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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* Incorporated by reference from Amendment No. 6 to the Schedule 14D-1 filed by
ITC and Purchaser on February 27, 1998.
