<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
International Technology Corporation
(Name of Issuer)
Common Stock,
Par Value $.01 per share
(Title of Class and Securities)
46045 10 7
(CUSIP Number of Class of Securities)
Steven E. Harbour
Vice President, Legal & Secretary
OHM Corporation
5445 Triangle Parkway, Suite 400
Norcross, Georgia 30092
Telephone: 770-729-3900
Telecopier: 770-849-3101
(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 Scheudle 13G to report
the acquisition which is the subject of this Statement because of Rule 13d-1(b)
(3) or (4), check the following box: [ ]
<PAGE>
This Amendment No. 1 amends and supplements the Schedule 13D of OHM
Corporation filed with the Securities and Exchange Commission on February 4,
1998.
COVER PAGE
The response to Row (8) of the Cover Page is hereby amended as follows:
(8) Shared Voting Power .. 7,178,854, based on
publicly available
information
ITEM 5 INTEREST IN SECURITIES OF ISSUER
The response to Item 5 is hereby amended and supplemented as follows:
(d) Except as provided in the Parent Voting Agreement, the
Parent 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 of the sale of, the Preferred Shares. Below is a description of
the beneficial ownership of IT Common Stock held through the Preferred
Shares.
Amount and Nature
of Beneficial Percent of IT
Ownership of Common Stock
Name IT Common Stock Beneficially Owned
____________________ _____________________ __________________
TCG Holdings, L.L.C. 6,430,334 (*) 38.02%
Carlyle Investment
Management, L.L.C. 748,520 (**) 4.42%
____________________
* Represents shares of IT Common Stock issuable upon conversion
of all Preferred Shares and exercise of all Warrants held by
certain limited partnerships controlled by TCG Holdings, L.L.C.,
a Delaware limited liability company, as set forth in more
detail in the following sentence. The cumulative TCG Holdings,
L.L.C. ownership figure represents (i) 1,781,965 shares
beneficially owned by Carlyle Partners II, L.P., (ii) 81,357
shares beneficially owned by Carlyle Partners III, L.P., (iii)
1,504,210 shares beneficially owned by Carlyle International
Partners II, L.P., (iv) 81,042 shares beneficially owned by
Carlyle International Partner III, L.P., (v) 338,682 shares
beneficially owned by C/S International Partners, (vi) 1,907
shares beneficially owned by Carlyle Investment Group, L.P.,
(vii) 2,366,299 shares beneficially owned by
<PAGE>
Carlyle-IT International Partners, L.P. (viii) 79,765 shares
beneficially owned by Carlyle-IT International Partners II, L.P.
** Represents shares of ITC Common Stock issuable upon conversion of all
shares of Convertible Preferred Stock and exercise of all Warrants held
by the State Board of Administration of the State of Florida over which
Carlyle Investment Management, L.L.C., a Delaware limited liability
company, holds sole voting and disposition power.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 is true, complete and
correct.
Dated: February 11, 1998
OHM Corporation
By: /s/ Steven E. Harbour
-----------------------
Steven E. Harbour
Vice President, Legal
and Secretary
