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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 15, 1998
INTERNATIONAL TECHNOLOGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-9037 33-0001212
(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
2790 Mosside Boulevard 15146-2792
Monroeville, Pennsylvania
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (412) 372-7701
None
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On January 15, 1998, International Technology Corporation, a Delaware
corporation ("ITC"), announced that it had entered into an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of January 15, 1998, among OHM
Corporation, an Ohio corporation ("OHM"), ITC and IT-Ohio, Inc., an Ohio
corporation and a newly-formed, wholly owned subsidiary of ITC ("IT-Ohio"). The
Merger Agreement provides for the combination of ITC and OHM in a two-step
transaction, the first step involving a cash tender offer (the "Offer") by IT-
Ohio for 13,933,000 shares, or approximately 50.6% of the outstanding shares of
common stock, par value $0.10 per share (the "Shares"), of OHM at a price of
$11.50 per Share, net to each tendering shareholder in cash, followed by the
merger of IT-Ohio into OHM, with OHM continuing as the surviving corporation. At
the effective time of the Merger, each remaining Share outstanding will be
converted into the right to receive 1.394 shares of ITC common stock, par value
$0.01 per share, subject to adjustment if the aggregate number of Shares
purchased by ITC in the Offer and purchased by OHM from its largest shareholder
in accordance with the Merger Agreement (the "Share Repurchase"), is less than
19,168,381 Shares. IT-Ohio commenced the Offer on Friday, January 16, 1998.
The Offer is conditioned on, among other things, the Share Repurchase
having been completed, subject only to the condition that IT-Ohio shall have
Paid for Shares in the Offer and there being validly tendered prior to the
Expiration Date and not withdrawn 13,933,000 Shares. If more than 13,933,000
Shares are validly tendered prior to the Expiration Date and not withdrawn, IT-
Ohio will accept for payment (and thereby purchase) 13,933,000 Shares on a pro
rata basis, with adjustments to avoid purchases of fractional Shares.
The offer, proration period and withdrawal rights expire at 9:00 A.M.,
New York City time, on Tuesday, February 17, 1998, unless the Offer is extended.
A copy of ITC's press release dated January 16, 1998 announcing the
commencement of the Offer is filed as an exhibit to this Current Report on Form
8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated January 16, 1998 announcing the
commencement of the tender offer.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTERNATIONAL TECHNOLOGY
CORPORATION
Date: January 16, 1998 By: /s/ Anthony J. DeLuca
------------------------------
Anthony J. DeLuca
Chief Executive Officer
and President
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press release dated January 16, 1998 announcing
the commencement of the tender offer.
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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.
