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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. ]
____________________
OHM CORPORATION
(Name of Issuer)
INTERNATIONAL TECHNOLOGY CORPORATION
(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
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$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 Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") relates to the acquisition of OHM Corporation, an Ohio corporation
("OHM"), by International Technology Corporation, a Delaware corporation
("ITC"). The acquisition is being made pursuant to an Agreement and Plan of
Merger, dated as of January 15, 1998 (the "Merger Agreement"), among OHM, ITC
and IT-Ohio, Inc., an Ohio corporation and a wholly owned subsidiary of ITC
("Merger Sub"). The first step of the acquisition was a tender offer (the
"Offer") by Merger Sub to purchase 13,933,000 shares of common stock, par value
$0.10 per share ("OHM Common Stock"), of OHM at a price of $11.50 per share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions contained in the Offer to Purchase, dated January 15, 1998 (the
"Offer to Purchase"), and the accompanying Letter of Transmittal. The second
step provided for in the Merger Agreement is the merger (the "Merger") of Merger
Sub with and into OHM, with OHM continuing as the surviving corporation.
Pursuant to the Merger Agreement, each issued and outstanding share of OHM
Common Stock (other than Excluded Shares (as defined in the Merger Agreement))
will be converted into the right to receive that number of shares of common
stock, par value $0.01 per share ("ITC Common Stock"), of ITC and cash as
determined at the effective time of the Merger.
The information contained in this Schedule 13E-3 concerning OHM, including,
without limitation, information concerning the background of the transactions,
the deliberations, approvals and recommendations of the Board of Directors of
OHM in connection with the transaction, the opinion of OHM's financial advisor
and OHM's capital structure and projected and historical financial information,
was supplied by OHM. ITC and Merger Sub take no responsibility for the accuracy
of such information.
The following cross reference sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Registration
Statement on Form S-4, as amended (the "Registration Statement"), filed by ITC
with the Securities and Exchange Commission (the "Commission") with respect to
the shares of ITC Common Stock to be issued in the Merger, of the information
required to be included in response to the items of this Schedule 13E-3. The
Registration Statement includes the Joint Proxy Statement of ITC and OHM and the
prospectus of ITC with respect to the shares of ITC Common Stock to be issued in
the Merger (the "Proxy Statement/Prospectus"). The information set forth in the
Registration Statement, including all exhibits thereto, is hereby expressly
incorporated by reference as set forth in the Cross Reference Sheet and the
responses to each item herein are qualified in their entirety by reference to
the information contained in the Registration Statement, including any and all
annexes, exhibits and schedules thereto.
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CROSS REFERENCE SHEET
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Location in Registration Statement,
Item in Schedule 13E-3 unless otherwise specified.
Item 1(a) *
Item 1(b) *
Item 1(c) and (d) "PRICE RANGE OF COMMON STOCK" and
"COMPARISON OF STOCKHOLDER AND
SHAREHOLDER RIGHTS -- Dividend and
other Distributions."
Item 1(e) and (f) **
Item 2(a)-(d) and (g) "SUMMARY -- The Companies," "THE
COMPANIES -- ITC and Merger Sub" and
Schedule II to the Offer to Purchase.
Item 2(e) and (f) **
Item 3(a) and (b)................. Front page of the Joint Proxy
Statement/Prospectus, "SPECIAL FACTORS --
Background of the Merger," "THE MERGER
AGREEMENT-- Interests of Certain Persons
in the Merger," "-- Board Representation"
and "CERTAIN TRANSACTIONS."
Item 4(a)......................... Front page of the Joint Proxy
Statement/Prospectus, "THE MERGER" and
"THE MERGER AGREEMENT."
Item 4(b)......................... "THE MERGER AGREEMENT -- Interests of
Certain Persons in the Merger," "--H.
Wayne Huizenga Options" and "WMX
Warrants."
Item 5(a), (b) and (e)............ "THE MERGER -- Plans for OHM."
Item 5(c)......................... "THE MERGER -- Management of OHM after
the Merger," "--Effect on Employee
Benefit Plans," "THE MERGER AGREEMENT --
Interests of Certain Persons in the
Merger" and "-- Board Representation."
Item 5(d)......................... "UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS."
Item 5(f) and (g)................. "THE MERGER -- Delisting and
Deregistration of OHM Common Stock."
Item 6(a) and (c)................. "THE MERGER -- Financing Arrangements
Related to the Merger."
Item 6(b)......................... *
Item 6(d)......................... **
Item 7(a)-(c)..................... "SPECIAL FACTORS -- Background of the
Merger," "-- Reasons for the Merger;
Recommendation of the Board of Directors
of ITC with respect to the Merger" and
"-- Reasons for the Merger;
Recommendation of the Board of Directors
of OHM."
Item 7(d)......................... "SPECIAL FACTORS -- Background of the
Merger," "-- Reasons for the Merger;
Recommendation of the Board of
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Directors of ITC with respect to the
Merger," "--Reasons for the Merger;
Recommendation of the Board of Directors of
OHM," "-- Opinion of OHM's Financial
Advisor," "-- Certain Federal Income Tax
Consequences," "RISK FACTORS," "THE MERGER
--Management of OHM after the Merger," "--
Effect on Employee Benefit Plans,"
"--Federal Security Law Consequences," "THE
MERGER AGREEMENT --Interests of Certain
Persons in the Merger," "-- WMX Warrants,"
"--Employee Benefit Plans" and "UNAUDITED
PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS."
Item 8(a), (b), (d) and (e)....... "SPECIAL FACTORS -- Background of the
Merger," "-- Reasons for the Merger;
Recommendation of the Board of Directors of
ITC with respect to the Merger," "--Opinion
of ITC's Financial Advisor," "-- Reasons
for the Merger; Recommendation of the Board
of Directors of OHM" and "--Opinion of
OHM's Financial Advisor."
Item 8(c)......................... "THE OHM SPECIAL MEETING -- Reasons for the
Merger; Recommendation of the Board of
Directors of OHM."
Item 8(f)......................... **
Item 9(a)......................... "SPECIAL FACTORS -- Background of the
Merger," "-- Opinion of ITC's Financial
Advisor," "-- Opinion of OHM's Financial
Advisor" and "EXPERTS."
Item 9(b)......................... "SPECIAL FACTORS -- Background of the
Merger," "Opinion of ITC's Financial
Advisor," "-- Opinion of OHM's Financial
Advisor," "EXPERTS," "Annex B -- Opinion of
Donaldson, Lufkin & Jenrette Securities
Corporation" and "Annex C --Opinion of BT
Alex. Brown Incorporated."
Item 9(c)......................... "SPECIAL FACTORS -- Opinion of ITC's
Financial Advisor" and "-- Opinion of OHM's
Financial Advisor."
Item 10(a) and (b)................ "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT -- Certain
Shareholders of OHM."
Item 11........................... "THE MERGER -- Effect on Employee Benefit
Plans," "--Financing Arrangements Related
to the Merger," "THE MERGER AGREEMENT --
Interests of Certain Persons in the
Merger," "-- Surrender and Payments," "--
WMX Warrants" and "-- Employee Benefit
Plans."
Item 12(a)........................ "SPECIAL FACTORS -- Background of the
Merger," "-- Reasons for the Merger;
Recommendation of the Board of Directors of
ITC with respect to the Merger," "--Reasons
for the Merger; Recommendation of the Board
of Directors of OHM," "THE ITC SPECIAL
MEETING -- Record
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Date; Voting Rights; Proxies," "THE OHM
SPECIAL MEETING --Record Date, Voting
Rights; Proxies," "THE MERGER -- Appraisal
Rights," "--Plans for OHM," "--Federal
Securities Law Consequences" and "THE
MERGER AGREEMENT --Interests of Certain
Persons in the Merger."
Item 12(b)........................ "SPECIAL FACTORS -- Reasons for the Merger;
Recommendation of the Board of Directors of
ITC with respect to the Merger," "--
Reasons for the Merger; Recommendation of
the Board of Directors of OHM," "THE ITC
SPECIAL MEETING --Purposes of the ITC
Special Meeting" and "THE OHM SPECIAL
MEETING -- Purposes of the OHM Special
Meeting."
Item 13(a)........................ "THE OHM SPECIAL MEETING -- Appraisal
Rights," "THE MERGER-- Appraisal Rights"
and "COMPARISON OF STOCKHOLDER AND
SHAREHOLDER RIGHTS -- Appraisal and
Dissenters' Rights."
Item 13(b)........................ **
Item 13(c)........................ **
Item 14(a)(1)..................... "AVAILABLE INFORMATION" and "SUMMARY --
Selected Historical Financial Data."
Item 14(a)(2)..................... "UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS."
Item 14(a)(3) and (4)............. "SUMMARY -- Selected Historical Financial
Data."
Item 14(b)........................ "SUMMARY -- Selected Unaudited Pro Forma
Consolidated Financial Data" and "UNAUDITED
PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS."
Item 15(a)........................ "THE MERGER -- Management of OHM after the
Merger," "--Plans for OHM," "THE MERGER
AGREEMENT -- Interests of Certain Persons
in the Merger" and "-- Board
Representation."
Item 15(b)........................ "THE ITC SPECIAL MEETING -- Solicitation of
Proxies" and "THE OHM SPECIAL MEETING --
Solicitation of Proxies."
Item 16........................... *
Item 17........................... *
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* The Item is located in this Schedule 13E-3 only.
** The Item is inapplicable or the answer thereto is in the negative.
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the issuer is OHM Corporation, an Ohio corporation. The
address of its principal executive offices is 16406 U.S. Route 224 East,
Findlay, Ohio 45840.
(b) The class of equity securities to which this Schedule 13E-3 relates is
the common stock, par value $0.10 per share, of OHM. The amount of such class
outstanding as of March 18, 1998 is 25,877,174. The approximate number of
holders of record of such class as of March 18, 1998 is 403.
(c) and (d) Reference is hereby made to the information set forth in the
sections entitled "PRICE RANGE OF COMMON STOCK" and "COMPARISON OF STOCKHOLDER
AND SHAREHOLDER RIGHTS -- Dividends and other Distributions" of the Registration
Statement, which is incorporated herein by reference.
(e) and (f). Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Schedule 13E-3 is being filed by ITC and Merger Sub.
Reference is hereby made to the information set forth in the sections entitled
"SUMMARY -- The Companies" and "THE COMPANIES -- ITC and Merger Sub" of the
Registration Statement and Schedule II to the Offer to Purchase, which are
incorporated herein by reference..
(e) and (f) None of the persons or entities with respect to whom
information is required by this item was, during the last five years, convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or was party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or prohibiting
activities, subject to, federal or state securities laws or finding of any
violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) and (b) Reference is hereby made to the information set forth on the
front page of the Joint Proxy Statement/Prospectus and in the sections entitled
"SPECIAL FACTORS -- Background of the Merger," "THE MERGER AGREEMENT --
Interests of Certain Persons in the Merger" and "-- Board Representation" and
"CERTAIN TRANSACTIONS" of the Registration Statement, which is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Reference is hereby made to the information set forth on the front page
of the Joint Proxy Statement/Prospectus and in the sections entitled "THE
MERGER" and "THE MERGER AGREEMENT" of the Registration Statement, which is
incorporated herein by reference.
(b) Reference is hereby made to the information set forth in the sections
entitled "THE MERGER AGREEMENT -- Interests of Certain Persons in the Merger,"
"-- H. Wayne
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Huizenga Options" and "-- WMX Warrants" of the Registration Statement, which is
incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a), (b) and (e) Reference is hereby made to the information set forth in
the section entitled "THE MERGER -- Plans for OHM" of the Registration
Statement, which is incorporated herein by reference. Except as set forth in
the Registration Statement, ITC has no present plans or proposals which would
relate to, or would result in, any transaction, change or other occurrence with
respect to OHM or any class of its equity securities as is listed in paragraphs
(a), (b) and (e) of Item 5 of this Schedule 13E-3.
(c) Reference is hereby made to the information set forth in the sections
entitled "THE MERGER -- Management of OHM after the Merger," "-- Effect on
Employee Benefit Plans," "THE MERGER AGREEMENT -- Interests of Certain Persons
in the Merger" and "-- Board Representation" of the Registration Statement,
which is incorporated herein by reference.
(d) Reference is hereby made to the information set forth in the sections
entitled "THE MERGER -- Financing Arrangements Related to the Merger" and
"UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS" of the Registration
Statement, which is incorporated by reference.
(f) and (g) Reference is hereby made to the information set forth in the
section entitled "THE MERGER -- Delisting and Deregistration of OHM Common
Stock" of the Registration Statement, which is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) and (c) Reference is hereby made to the information set forth in the
section entitled "THE MERGER -- Financing Arrangements Related to the Merger" of
the Registration Statement, which is incorporated herein by reference.
(b) Expenses incurred or estimated to be incurred in connection with the
Offer and the Merger equal (i) for ITC, approximately $8.25 million (which
includes approximately $100,000 for filing fees, $1 million for legal fees,
$400,000 for accounting fees, $5.3 million for appraisal fees, $250,000 for
solicitation fees and $1.2 million for printing and other fees) and (ii) for
OHM, approximately $6.05 million (which includes $50,000 for filing fees,
$800,000 for legal fees, $300,000 for accounting fees, $4.5 million for
appraisal fees and $400,000 for printing and other fees).
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) Reference is hereby made to the information set forth in the
sections entitled "SPECIAL FACTORS -- Background of the Merger," " -- Reasons
for the Merger; Recommendation of the Board of Directors of ITC with respect to
the Merger" and "-- Reasons for the Merger; Recommendation of the Board of
Directors of OHM" of the Registration Statement, which is incorporated herein by
reference.
(d) Reference is hereby made to the information set forth in the sections
entitled "SPECIAL FACTORS -- Background of the Merger," "-- Reasons for the
Merger; Recommendation of the Board of Directors of ITC with respect to the
Merger," "-- Reasons for
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the Merger; Recommendation of the Board of Directors of OHM," "-- Opinion of
OHM's Financial Advisor," "RISK FACTORS," "THE MERGER --Management of OHM after
the Merger," "-- Effect on Employee Benefit Plans," "--Certain Federal Income
Tax Consequences," "-- Federal Security Law Consequences," "THE MERGER
AGREEMENT --Interests of Certain Persons in the Merger," "-- WMX Warrants," "--
Employee Benefit Plans" and "UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS" of the Registration Statement, which is incorporated herein by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a), (b), (d) and (e) Reference is hereby made to the information set forth
in the sections entitled "SPECIAL FACTORS -- Background of the Merger," "--
Reasons for the Merger; Recommendation of the Board of Directors of ITC with
respect to the Merger," "-- Opinion of ITC's Financial Advisor," "-- Reasons for
the Merger; Recommendation of the Board of Directors of OHM" and "-- Opinion of
OHM's Financial Advisor" of the Registration Statement, which is incorporated
herein by reference.
(c) Reference is hereby made to the information set forth in the section
entitled "THE OHM SPECIAL MEETING -- Reasons for the Merger; Recommendation of
the Board of Directors of OHM" of the Registration Statement, which is
incorporated herein by reference.
(f) No such offer has been received.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) Reference is hereby made to the information set forth in the sections
entitled "SPECIAL FACTORS -- Background of the Merger," "-- Opinion of ITC's
Financial Advisor," "-- Opinion of OHM's Financial Advisor" and "EXPERTS" of the
Registration Statement, which is incorporated herein by reference.
(b) Reference is hereby made to the information set forth in the sections
entitled "SPECIAL FACTORS -- Background of the Merger," "-- Opinion of ITC's
Financial Advisor," "-- Opinion of OHM's Financial Advisor," "EXPERTS," "Annex B
- -- Opinion of Donaldson, Lufkin & Jenrette Securities Corporation" and "Annex C
- -- Opinion of BT Alex. Brown Incorporated" of the Registration Statement, which
is incorporated herein by reference.
(c) Reference is hereby made to the information set forth in the sections
entitled "SPECIAL FACTORS -- Opinion of ITC's Financial Advisor" and "-- Opinion
of OHM's Financial Advisor" of the Registration Statement, which is incorporated
herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Reference is hereby made to the information set forth in the
section entitled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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- -- Certain Shareholders of OHM" of the Registration Statement, which is
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
Reference is hereby made to the information set forth in the sections
entitled "THE ITC SPECIAL MEETING -- Required Vote," "THE OHM SPECIAL MEETING --
Required Vote," "THE MERGER -- Effect on Employee Benefit Plans," "-- Financing
Arrangements Related to the Merger," "THE MERGER AGREEMENT -- Interests of
Certain Persons in the Merger," "-- Surrender and Payments," "-- WMX Warrants"
and "-- Employee Benefit Plans" of the Registration Statement, which is
incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION
(a) Reference is hereby made to the information set forth in the sections
entitled "SPECIAL FACTORS -- Background of the Merger," "-- Reasons for the
Merger; Recommendation of the Board of Directors of ITC with respect to the
Merger," "-- Reasons for the Merger; Recommendation of the Board of Directors of
OHM," "THE ITC SPECIAL MEETING -- Record Date; Voting Rights; Proxies," "THE OHM
SPECIAL MEETING -- Record Date, Voting Rights; Proxies," "-- Appraisal Rights,"
"THE MERGER -- Plans for OHM," "-- Federal Securities Law Consequences" and "THE
MERGER AGREEMENT -- Interests of Certain Persons in the Merger" of the
Registration Statement, which is incorporated herein by reference.
(b) Reference is hereby made to the information set forth in the sections
entitled "THE SPECIAL MEETING -- Reasons for the Merger; Recommendation of the
Board of Directors of ITC with respect to the Merger," "-- Reasons for the
Merger; Recommendation of the Board of Directors of OHM," "THE ITC SPECIAL
MEETING -- Purposes of the ITC Special Meeting" and "THE OHM SPECIAL MEETING --
Purposes of the OHM Special Meeting" of the Registration Statement, which is
incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) Reference is hereby made to the information set forth in the sections
entitled "THE OHM SPECIAL MEETING -- Appraisal Rights," "THE MERGER -- Appraisal
Rights" and "COMPARISON OF STOCKHOLDER AND SHAREHOLDER RIGHTS -- Appraisal and
Dissenters' Rights" in the Registration Statement, which is incorporated herein
by reference.
(b) None.
(c) Not applicable.
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ITEM 14. FINANCIAL INFORMATION.
(a)(1) Reference is hereby made to the information set forth in the
sections entitled "AVAILABLE INFORMATION" and "SUMMARY -- Selected Historical
Financial Data" of the Registration Statement, which is incorporated herein by
reference.
(a)(2) Reference is hereby made to the information set forth in the section
entitled "UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS" of the
Registration Statement, which is incorporated herein by reference.
(a)(3) [RATIO OF EARNINGS TO FIXED CHARGES]
(a)(4) [BOOK VALUE PER SHARE]
(b) Reference is hereby made to the information set forth in the sections
entitled "SUMMARY -- Selected Unaudited Pro Forma Consolidated Financial Data"
and "UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS" of the Registration
Statement, which is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Reference is hereby made to the information set forth in the sections
entitled "THE MERGER -- Management of OHM after the Merger," "-- Plans for OHM,"
"THE MERGER AGREEMENT -- Interests of Certain Persons in the Merger" and "--
Board Representation" of the Registration Statement, which is incorporated
herein by reference.
(b) Reference is hereby made to the information set forth in the sections
entitled "THE ITC SPECIAL MEETING -- Solicitation of Proxies" and "THE OHM
SPECIAL MEETING -- Solicitation of Proxies" of the Registration Statement, which
is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Reference is hereby made to the entire text of the Registration Statement,
which is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) -- Credit Agreement, dated as of February 25, 1998, among ITC, IT
Corporation, Merger Sub, the Lenders party thereto, the Issuing
Banks party thereto, Citicorp USA, Inc., as Administrative Agent,
BankBoston, N.A., as Documentation Agent, and Royal Bank of
Canada, as Co-Agent.(1)
(b)(1) -- Opinion of Donaldson, Lufkin & Jenrette Securities Corporation
(included as Annex B to the Registration Statement).
(b)(2) -- Opinion of BT Alex. Brown Incorporated (included as
Annex C to the Registration Statement).
(b)(3) -- Materials presented by Donaldson, Lufkin & Jenrette Securities
Corporation to the Board of Directors of ITC.(2)
(b)(4) -- Materials presented by BT Alex. Brown Incorporated to the Board
of Directors of OHM.(2)
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(c)(1) -- Agreement and Plan of Merger, dated as of January 15, 1998,
among OHM Corporation, International Technology Corporation
and IT-Ohio, Inc. (included as Annex A to the Registration
Statement).
(c)(2) -- Parent Voting Agreement, dated as of January 15, 1998, among
ITC, certain stockholders of ITC and OHM.(2)
(c)(3) -- Company Voting Agreement, dated as of January 15, 1998, among
ITC, certain stockholders of ITC and OHM.(2)
(c)(4) -- Share Repurchase Agreement, dates as of January 15, 1998,
among OHM, ITC, WMX and Rust.(2)
(c)(5) -- Amended and Restated Share Repurchase Agreement, dated as of
February 11, 1998, among OHM, ITC, WMX, Rust Services and
Rust.(3)
(c)(6) -- Second Amended and Restated Share Repurchase Agreement, dated
as of February 17, 1998, among OHM, ITC, WMX, Rust Services
and Rust.(4)
(d)(1) -- Registration Statement on Form S-4 as filed by ITC with the
SEC on February 12, 1998 (of which the Joint Proxy
Statement/Prospectus of ITC and OHM is a part), together with
the annexes thereto.
(d)(2) -- Amendment No. 1 to the Registration Statement on Form S-4 as
filed by ITC with the SEC on March 27, 1998 (of which the
Joint Proxy Statement/Prospectus of ITC and OHM is a part),
together with the annexes thereto.
(d)(3) -- Amendment No. 2 to the Registration Statement on Form S-4 as
filed by ITC with the SEC on March 31, 1998 (of which the
Joint Proxy Statement/Prospectus of ITC and OHM is a part),
together with the annexes thereto.
(d)(4) -- Offer to Purchase, dated January 16, 1998.(2)
(d)(5) -- Form of Letter of Transmittal, together with Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9.(2)
(d)(6) -- Form of Notice of Guaranteed Delivery.(2)
(d)(7) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.(2)
(d)(8) -- Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.(2)
(e) -- Text of Section 1701.84 and 1701.85 of the Ohio General
Corporation Law (included as Annex D to the Registration
Statement).
(f) -- Not applicable
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(1) Previously filed with the Commission as an Exhibit to Amendment No. 6 to the
Registrant's Schedule 14D-1 on February 26, 1998.
(2) Filed separately.
(3) Previously filed with the Commission as an Exhibit to the Registrant's
Schedule 14D-1 on January 16, 1998.
(4) Previously filed with the Commission as an Exhibit to the Registrant's
Schedule 13D on February 11, 1998.
(5) Previously filed with the Commission as an Exhibit to Amendment No. 5 to the
Registrant's Schedule 14D-1 on February 18, 1998.
11
<PAGE>
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
Dated: March 31, 1998
12
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
- --------
NO. DESCRIPTION PAGE*
- --- ----------- -----
<S> <C> <C>
(a) -- Credit Agreement, dated as of February 25, 1998, among ITC, IT
Corporation, Merger Sub, the Lenders party thereto, the Issuing Banks
party thereto, Citicorp USA, Inc., as Administrative Agent, BankBoston,
N.A., as Documentation Agent, and Royal Bank of Canada, as Co-Agent.(1)
(b)(1) -- Opinion of Donaldson, Lufkin & Jenrette Securities Corporation (included
as Annex B to the Registration Statement).
(b)(2) -- Opinion of BT Alex. Brown Incorporated (included as Annex C to the
Registration Statement).
(b)(3) -- Materials presented by Donaldson, Lufkin & Jenrette Securities
Corporation to the Board of Directors of ITC.(2)
(b)(4) -- Materials presented by BT Alex. Brown Incorporated to the Board
of Directors of OHM.(2)
(c)(1) -- Agreement and Plan of Merger, dated as of January 15, 1998, among OHM
Corporation, International Technology Corporation and IT-Ohio, Inc.
(included as Annex A to the Registration Statement).
(c)(2) -- Parent Voting Agreement, dated as of January 15, 1998, among ITC, certain
stockholders of ITC and OHM.(2)
(c)(3) -- Company Voting Agreement, dated as of January 15, 1998, among ITC, OHM
and certain shareholders of OHM.(2)
(c)(4) -- Share Repurchase Agreement, dated as of January 15, 1998, among OHM, ITC,
WMX and Rust.(2)
(c)(5) -- Amended and Restated Share Repurchase Agreement, dated as of February 11,
1998, among OHM, ITC, WMX, Rust Services and Rust.(3)
(c)(6) -- Second Amended and Restated Share Repurchase Agreement, dated as of
February 17, 1998, among OHM, ITC, WMX, Rust Services and Rust.(4)
(d)(1) -- Registration Statement on Form S-4 as filed by ITC with the SEC on
February 12, 1998 (of which the Joint Proxy Statement/Prospectus of ITC
and OHM is a part), together with the annexes thereto.
(d)(2) -- Amendment No. 1 to the Registration Statement on Form S-4 as filed by ITC
with the SEC on March 27, 1998 (of which the Joint Proxy Statement/Prospectus
of ITC and OHM is a part), together with the annexes thereto.
(d)(3) -- Amendment No. 2 to the Registration Statement on Form S-4 as filed by ITC
with the SEC on March 31, 1998 (of which the Joint Proxy Statement/Prospectus
of ITC and OHM is a part), together with the annexes thereto.
(d)(4) -- Offer to Purchase, dated January 16, 1998.
(d)(5) -- Form of Letter of Transmittal, together with Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9.(2)
(d)(6) -- Form of Notice of Guaranteed Delivery.(2)
(d)(7) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.(2)
(d)(8) -- Form of Letter to Clients for use by Brokers, Dealers, Commercial(2)
</TABLE>
13
<PAGE>
<TABLE>
<S> <C>
Banks, Trust Companies and Other Nominees.
(e) -- Text of Sections 1701.84 and 1701.85 of the Ohio General Corporation Law
(included as Annex D to the Registration Statement).
(f) -- Not applicable.
</TABLE>
_____________
* Page references are to sequentially numbered copy.
(1) Previously filed with the Commission as an Exhibit to Amendment No. 6 to the
Registrant's Schedule 14D-1 on February 26, 1998.
(2) Filed separately.
(3) Previously filed with the Commission as an Exhibit to the Registrant's
Schedule 14D-1 on January 16, 1998.
(4) Previously filed with the Commission as an Exhibit to the Registrant's
Schedule 13D on February 11, 1998.
(5) Previously filed with the Commission as an Exhibit to Amendment No. 5 to the
Registrant's Schedule 14D-1 on February 18, 1998.
14
