<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________________to ________________
Commission file number 1-9654
OHM CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 34-1503050
(State of Incorporation) (I.R.S. Employer Identification Number)
16406 U.S. ROUTE 224 EAST, FINDLAY, OH 45840
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419)423-3529
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $0.10 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
8% Convertible Subordinated Debentures due October 1, 2006
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
------- --------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant on March 15, 1995, was $94,399,784.
The number of shares of common stock outstanding on March 15, 1995, was
15,636,465 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended December 31,
1994 are incorporated by reference into Part II.
<PAGE> 2
Items 10, 11, 12 and 13 of Part III of the Annual Report on Form 10-K
of OHM Corporation (the "Company"), which was filed with the Securities and
Exchange Commission on March 30, 1995, are hereby amended in their entirety as
follows to reflect information required by such items as of March 31, 1995:
<PAGE> 3
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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<TABLE>
<CAPTION>
POSITIONS AND OTHER RELATIONSHIPS
NAME AGE WITH THE COMPANY AND BUSINESS EXPERIENCE
---- --- ----------------------------------------
<S> <C> <C>
Ivan W. Gorr................. 65 Director and Chairman of the Audit Committee and member
of the Executive Committee. Mr. Gorr retired as
Chairman of the Board of Directors and Chief Executive
Officer of Cooper Tire & Rubber Company of Findlay,
Ohio, a manufacturer of tires and other rubber
products. Mr. Gorr is a director of Cooper Tire &
Rubber Company, Amcast Industrial Corporation, Arvin
Industries, Inc. and The Fifth Third Bancorp.
Dr. Charles D. Hollister..... 58 Director and member of the Audit Committee. Dr.
Hollister has been since 1979, the Senior Scientist and
Vice President of Woods Hole Oceanographic Institution,
Woods Hole, Massachusetts, a non-profit
scientific/educational research institution.
James L. Kirk(1)............. 45 Chairman of the Board of Directors, President and Chief
Executive Officer and Chairman of the Executive
Committee. Mr. Kirk has been President and Chief
Executive Officer of the Company since July 1986 and,
in addition, was elected Chairman of the Board in
January 1987. He has served as Chairman of the Board
and Chief Executive Officer of OHM Remediation Services
Group Corp. ("OHMR") since April 1985. Mr. Kirk is a
founder of OHMR and has served in various capacities as
an officer and director of OHMR.
Joseph R. Kirk(1)............ 43 Executive Vice President and Director. Mr. Kirk served
as Vice Chairman of OHMR from April 1985 until July
1986 and continues to serve as Executive Vice President
of OHMR. He is a founder of OHMR and has served in
various capacities as an officer and director of OHMR.
Richard W. Pogue............. 66 Director and Chairman of the Compensation and Stock
Option Committee and a member of the Executive
Committee. Mr. Pogue is a consultant with Dix & Eaton,
a public relations firm. Effective June 30, 1994 Mr.
Pogue retired as Senior Partner of the law firm of
Jones, Day, Reavis & Pogue, Cleveland, Ohio, of which
he had been a partner since 1961. Mr. Pogue is also a
director of Continental Airlines, Inc., Derlan
Industries Limited, M.A. Hanna Company, KeyCorp,
Redland PLC, Rotek Incorporated and TRW Inc.
Charles W. Schmidt........... 66 Director and member of the Audit Committee and the
Compensation and Stock Option Committee. Mr. Schmidt
retired as Senior Vice President, External Affairs of
Raytheon Company, a broadly diversified manufacturer of
industrial and consumer products, and was formerly
President and Chief Executive Officer of SCA Services,
Inc., a company that provided waste management-related
services. Mr. Schmidt is also a director of The Boston
Company and Boston Safe Deposit and Trust Company, the
Massachusetts Financial Services Family of Mutual Funds
and Mohawk Paper Company.
<FN>
- ---------------
(1) James L. Kirk and Joseph R. Kirk are brothers.
</TABLE>
<PAGE> 4
ITEM 11. EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ended December 31, 1994,
1993 and 1992, the cash compensation paid by the Company and its subsidiaries,
as well as certain other compensation paid or accrued for those years, to each
of the six most highly compensated executive officers of the Company in 1994,
including the Chief Executive Officer of the Company, in all capacities in which
they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
--------------
AWARDS
ANNUAL COMPENSATION --------------
------------------------------- STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) GRANTED(#) COMPENSATION($)(5)
- --------------------------- ---- --------- -------- -------------- ------------------
<S> <C> <C> <C> <C> <C>
James L. Kirk.................. 1994 330,013 0 50,000 6,260
Chairman, President and Chief 1993 330,013 0 150,000 5,051
Executive Officer 1992 336,359 0 0 4,380
Joseph R. Kirk................. 1994 300,019 0 30,000 5,934
Executive Vice President 1993 300,019 0 100,000 5,141
1992 305,789 0 0 4,435
Randall M. Walters............. 1994 200,013 0 5,000 5,592
Vice President, General 1993 200,013 0 20,000 4,964
Counsel and Secretary 1992 203,859 0 75,000(2) 4,123
Frank A. McBride............... 1994 200,013 0 20,000 5,599
Vice President 1993 200,013 0 20,000 3,890
1992 203,859 0 115,000(3) 2,554
Michael A. Szomjassy........... 1994 185,108 0 30,000 5,558
Vice President 1993 163,953 0 35,000 3,380
1992 152,894 72,000 20,000(4) 3,571
Samuel H. Iapalucci(1)......... 1994 196,166 0 20,000 6,597
Vice President and Chief 1993 188,954 0 25,000 4,045
Financial Officer 1992 178,368 0 10,000 761
<FN>
- ---------------
(1) Mr. Iapalucci resigned his position with the Company effective November 30,
1994.
(2) Includes stock options with respect to 65,000 shares of Common Stock which
were granted on August 6, 1992 in exchange for the surrender of previously
granted options.
(3) Includes stock options with respect to 105,000 shares of Common Stock which
were granted on August 6, 1992 in exchange for the surrender of previously
granted options.
(4) Includes stock options with respect to 20,000 shares of Common Stock which
were granted on August 6, 1992 in exchange for the surrender of previously
granted options.
(5) Amounts include company matching contributions to the Company's Retirement
Savings Plan and excess premiums for group life insurance.
</TABLE>
Directors of the Company who are not employees receive $18,000 per annum.
Members of the Company's Executive Committee who are not employees receive
$1,500 per meeting, and each non-employee member of any other committee of the
Company's Board of Directors receives $500 per meeting.
STOCK OPTIONS
The following table sets forth information with respect to grants of
options pursuant to the Company's 1986 Stock Option Plan made to the executive
officers named in the Summary Compensation Table during the 1994 fiscal year.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT
--------------------------------------------------------- ASSUMED ANNUAL
% OF TOTAL RATES OF STOCK
OPTIONS PRICE APPRECIATION
GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -------------------
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
---- ----------- ------------ ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
James L. Kirk........... 50,000 10.5 10.875 6/28/04 341,961 866,597
Joseph R. Kirk.......... 30,000 6.3 10.875 6/28/04 205,177 519,958
Randall M. Walters...... 5,000 1.0 10.875 6/28/04 34,196 86,660
Frank A. McBride........ 20,000 4.2 10.875 6/28/04 136,785 346,639
Michael A. Szomjassy.... 10,000 2.1 10.875 6/28/04 68,392 173,319
20,000 4.2 16.25 2/11/04 204,391 642,966
Samuel H. Iapalucci..... 20,000 4.2 10.875 6/28/04 136,785 346,639
</TABLE>
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the executives
named in the Summary Compensation Table concerning the exercise of options
during the last fiscal year and unexercised options held as of the end of the
fiscal year:
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SHARES VALUE OF UNEXERCISED
ACQUIRED VALUE REALIZED NUMBER OF UNEXERCISED IN-THE-MONEY
ON (MARKET PRICE AT OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)
EXERCISE EXERCISE LESS ----------------------------- -----------------------------
NAME (#) EXERCISE PRICE) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ---------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Kirk........... -- -- 70,000 130,000 7,500 11,250
Joseph R. Kirk.......... -- -- 46,000 84,000 5,000 7,500
Randall M. Walters...... -- -- 80,000 20,000 64,125 6,500
Frank A. McBride........ -- -- 113,000 42,000 90,375 15,250
Michael A. Szomjassy.... -- -- 53,000 52,000 28,188 10,563
Samuel H. Iapalucci..... 32,000 $ 18,000 0 0 0 0
</TABLE>
EMPLOYMENT AND INDEMNIFICATION AGREEMENTS
The Company has entered into agreements with the executive officers named
in the Summary Compensation Table and certain other executive officers providing
that in the event of any "change of control" of the Company such officers would
continue their employment with the Company in their present position for terms
of approximately three years following such change of control. During such term
of employment, each such officer would be entitled to receive base compensation
and to continue to participate in incentive and employee benefit plans at levels
no less favorable to him than prior to commencement of the term or to receive a
lump sum payment, following the termination of his employment. While each of
such agreements is presently in effect, none of them become operative until a
change in control of the Company has occurred, prior to which time the Company
and such officer each reserves the right at any time with or without cause to
terminate their employment relationship. The transactions that are deemed to
result in a change of control for the purposes of these agreements include (a)
merger or consolidation of the Company with, or sale of all or substantially all
its assets to another corporation, as a result of which less than a majority of
the voting shares of the surviving entity are owned by former shareholders of
the Company; (b) any person becoming the beneficial owner of 25% or more of the
voting stock of the Company; (c) reporting by the Company under specified
provisions of the federal securities laws that a change in control has occurred;
and (d) when within any two-year period, a majority of directors at the
beginning of such period (not including persons approved by
at least two-thirds of the directors still in office who were directors at the
beginning of such period) cease to be directors of the Company.
The Company has also entered into indemnification agreements
("Indemnification Agreements") with each current member of the Board of
Directors as well as with each executive officer of the Company. The form and
execution of the Indemnification Agreements were approved by the Company's
shareholders at the Annual Meeting of Shareholders held on May 19, 1987. Such
agreements essentially provide that to the extent permitted by law, the Company
will indemnify the indemnitee against all expenses, costs, liabilities and
losses (including attorneys' fees, judgments, fines or settlements) incurred or
suffered by the indemnitee in connection with any suit in which the indemnitee
is a party or otherwise involved as a result of his service as a member of the
Board or as an officer.
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Gorr, Pogue and Schmidt are members of the Compensation and Stock
Option Committee of the Board of Directors of the Company. Effective June 30,
1994 Mr. Pogue retired as Senior Partner of Jones, Day, Reavis & Pogue, a law
firm which during 1994 was retained by the Company to perform various corporate
and litigation-related services for the Company and its subsidiaries. Jones,
Day, Reavis & Pogue may be called on to perform similar and other services for
the Company in the future.
<PAGE> 5
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------------------------------------------------------------------------------
The Company's Common Stock is the Company's only outstanding class of
voting securities. The following table sets forth certain information as of
March 31, 1995 with respect to the beneficial ownership of the Company's Common
Stock by (i) holders of 5% or greater, (ii) each Director of the Company, (iii)
the executive officers named in the Summary Compensation Table under "EXECUTIVE
COMPENSATION AND OTHER INFORMATION" and (iv) by all Directors and officers of
the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENTAGE
NAME OF BENEFICIAL OWNERSHIP(1) OF CLASS
---- -------------------------- ----------
<S> <C> <C>
State of Wisconsin Investment Board(2).............. 1,500,000 9.02
P.O. Box 7842
Madison, Wisconsin 53707
H. Wayne Huizenga(3)................................ 1,550,000 8.79
200 South Andrews Avenue
Fort Lauderdale, Florida 33301
Gintel Equity Management, Inc.(4)................... 845,000 5.08
46 Greenwich Office Park
Greenwich, Connecticut 06831
James L. Kirk(5)(6)................................. 2,003,800 11.97
Joseph R. Kirk(5)(7)................................ 2,459,800 14.73
Ivan W. Gorr(5)(8).................................. 27,000 *
Dr. Charles D. Hollister(5)(8)...................... 25,000 *
Richard W. Pogue(5)(8)(9)........................... 54,000 *
Charles W. Schmidt(5)(10)........................... 65,000 *
Frank A. McBride(5)(11)............................. 119,000 *
Michael A. Szomjassy(5)(12)......................... 61,040 *
Randall M. Walters(5)(13)........................... 86,000 *
Samuel H. Iapalucci(14)(16)......................... 6,720 *
All Directors and executive officers as a group
(16 persons)(15)(16).............................. 5,094,071 29.27
<FN>
- ---------------
* less than 1%.
</TABLE>
(1) Information with respect to beneficial ownership is based on information
furnished to the Company by each shareholder included in this table. Except
as indicated in the notes to the table, each shareholder included in the
table has sole voting and investment power with respect to the shares shown
to be beneficially owned by him.
(2) According to an Amendment No. 6 to Schedule 13G filed by State of Wisconsin
Investment Board.
(3) According to a Schedule 13D, dated April 1, 1995, filed by Mr. Huizenga.
Assumes the exercise of options currently exercisable or exercisable within
60 days to purchase 1,000,000 shares of Common Stock, but does not include
500,000 shares of Common Stock owned by the Huizenga Family Foundation,
Inc. as to which Mr. Huizenga disclaims beneficial ownership.
(4) According to a Schedule 13G, dated February 8, 1995, filed by Gintel Equity
Management, Inc.
(5) The address of each shareholder is c/o OHM Corporation, 16406 U.S. Route
224 East, Findlay, Ohio 45840.
(6) Assumes the exercise of options currently exercisable or exercisable within
60 days to purchase 99,000 shares of Common Stock. Also includes 15,828
shares of Common Stock held in three trusts by Mr. Kirk's wife as trustee
for the benefit of the Kirks' children, as to which Mr. Kirk disclaims
beneficial ownership.
(7) Assumes the exercise of options currently exercisable or exercisable within
60 days to purchase 66,000 shares of Common Stock. Also includes 21,780
shares of Common Stock held in three trusts by Mr. Kirk's wife as trustee
for the benefit of the Kirks' children, as to which Mr. Kirk disclaims
beneficial ownership.
(8) Assumes the exercise of options currently exercisable or exercisable within
60 days to purchase 25,000 shares of Common Stock.
(9) Includes 1,000 shares of Common Stock held in trust for the benefit of Mr.
Pogue's wife as to which he disclaims beneficial ownership.
(10) Includes 10,000 shares of Common Stock held in trust for the benefit of Mr.
Schmidt's wife as to which he disclaims beneficial ownership.
(11) Assumes the exercise of options currently exercisable or exercisable within
60 days to purchase 119,000 shares of Common Stock.
(12) Assumes the exercise of options currently exercisable or exercisable within
60 days to purchase 61,000 shares of Common Stock.
(13) Assumes the exercise of options currently exercisable or exercisable within
60 days to purchase 86,000 shares of Common Stock.
(14) Mr. Iapalucci's address is 6060 S. Willow Drive, Englewood, Colorado 80111.
(15) Assumes the exercise of options currently exercisable or exercisable within
60 days to purchase an aggregate of 762,450 shares of Common Stock.
(16) Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than 10 percent of the
Company's Common Stock are required to report their initial ownership of
the Company's Common Stock and any subsequent changes in that ownership to
the Commission. Specific due dates for these reports have been established,
and the Company is required to disclose in its Proxy Statement any failure
to file by these dates. All of these filing requirements were satisfied,
except that Samuel H. Iapalucci, who resigned his position with the Company
on November 30, 1994 and Phillip V. Petrocelli, Vice President, Western
Operations each failed to file one report relating to, in each case, one
transaction that occurred in December 1994.
James L. Kirk and Joseph R. Kirk are brothers, each of whom disclaims
beneficial interest in the shares owned by the other.
<PAGE> 6
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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The Company provides Robert W. Kirk, a former officer and shareholder of
OHM and father of James L. Kirk and Joseph R. Kirk, with a pension arrangement
pursuant to which OHM is to make payments of $96,000 per year, subject to
further cost of living adjustments, for the remainder of his life and that of
his spouse if she survives him. During 1994, the Company made payments totalling
$109,000 to Robert W. Kirk under this pension arrangement.
During 1994, Kirk Brothers Co., Inc. ("KBC"), the principal shareholders of
which are Richard C. Kirk and Robert W. Kirk, the brother and father,
respectively, of James L. Kirk and Joseph R. Kirk, provided subcontract services
to OHM on various projects pursuant to an Agreement dated June 6, 1994 which was
approved by the Board of Directors on February 11, 1994. During 1994, the
Company made payments to KBC totalling $2,055,000 under this Agreement.
In connection with the commencement of his employment, Phillip V.
Petrocelli, Vice President, Western Operations, received a $100,000 interest
free loan to be forgiven in equal installments on the anniversary date of his
employment over seven consecutive years. The balance of the loan becomes due and
payable immediately in the event Mr. Petrocelli voluntarily leaves the
employment of the Company or is terminated for cause before August 30, 2000.
During 1994, $11,000 of the principal balance was forgiven.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
OHM CORPORATION
(Registrant)
Date: May 1, 1995 By: /s/ Randall M. Walters
-------------------------------------------------
Randall M. Walters, Vice President, Secretary and
General Counsel
