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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 25, 1998
OHM CORPORATION
(Exact name of registrant as specified in its charter)
Ohio I-9654 34-1503050
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
16406 U.S. Route 224 East
Findlay, Ohio 45840
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419)423-3529
N/A
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
On February 25, 1998, IT-Ohio ("IT-Ohio"), an Ohio corporation and the
wholly owned subsidiary of International Technology Corporation ("ITC"), a
Delaware Corporation, accepted for payment and paid for 13,933,000 shares (the
"Shares") of common stock, par value $0.10 per share ("Common Stock"), of OHM
Corporation ("OHM") in the cash tender offer for the Shares at $11.50 per share
(the "Offer").
Concurrent with the payment by IT-Ohio for the Shares in the Offer,
OHM repurchased approximately 2,535,000 shares of Common Stock for $11.50 per
share from a principal shareholder, pursuant to the Second Amended and Restated
Share Repurchase Agreement, dated as of February 17, 1998, among OHM, Waste
Management, Inc., a Delaware corporation, Rust International Inc., a Delaware
corporation, Rust Remedial Services Holding Company Inc., a Delaware
corporation, and ITC (the "Share Repurchase Agreement"). As a result of the
consummation of the Offer and the share repurchase, IT-Ohio owns approximately
54% of the outstanding Common Stock.
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of January 15, 1998, among OHM, IT-Ohio and ITC under which the Offer
was made, ITC intends to complete the merger of IT-Ohio with and into OHM, with
OHM continuing as the surviving corporation (the "Merger"). At the effective
time of the Merger, each remaining share of Common Stock outstanding will be
converted into the right to receive ITC common stock and
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cash pursuant to the terms of the Merger Agreement. The directors of IT-Ohio at
the effective time of the Merger will be the initial directors of the surviving
corporation and the officers of OHM at the effective time of the Merger will be
the initial officers of the surviving corporation, in each case from and after
the effective time of the Merger until their respective successors are duly
elected or appointed and qualified or until their earlier death, resignation or
removal in accordance with the surviving corporation's articles of incorporation
and regulations.
OHM has been informed that financing for the Offer was provided by a
group of lenders arranged by Citicorp Securities, Inc. and BancBoston
Securiites Inc., as Arrangers under a Credit Agreement, dated as of February 25,
1998, among ITC, IT Corporation, a wholly owned subsidiary of ITC, IT-Ohio, 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 (the "Credit Agreement"), which provides for the tender offer credit
facilities (the "Tender Offer Credit Facilities") in the aggregate amount of
$240 million and the merger credit facilities (the "Merger Credit Facilities")
in the aggregate amount of $425 million. The Tender Offer Facility consists of
an eighteen-month term loan of up to $80 million that will be made to IT-Ohio
and an eighteen-month revolving credit facility of up to $160 million that will
be made available to ITC and IT Corporation. Loans made under the Tender Offer
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) through the date that is
four months after completion of the Offer. 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 .50% per annum on the corresponding date in each of
the six succeeding months, if the loans are still outstanding on those dates.
The loans will not amortize, and will be payable in full at their maturity if
not refinanced with proceeds of loans under the Merger Credit Facility.
OHM has been informed that the Merger Credit Facilities consist of an
eight-year amortizing term loan of up to $225 million and a six-year revolving
credit facility of up to $200 million. After the Merger, the revolving credit
facility will be reduced from $200 million to $150 million and the term loan
will be increased from $225 million to $228 million to account for the OHM 8%
convertible subordinated debentures due 2006 that will remain outstanding. The
term loan component and the revolving credit component 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 LIBOR plus 2.00% per annum (or Citibank's base rate plus 1.00% per
annum), respectively, through the date that is six months after completion of
the Merger, with adjustments thereafter based on the ratio of ITC's consolidated
total debt to consolidated EBITDA. The term loan 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 . Concurrent with
the Merger, ITC intends to borrow under the Merger Credit Facility for the
purpose of refinancing debt outstanding under the Tender Offer Credit Facility
and OHM debt, as well as for working capital purposes.
The Credit Agreement has been filed by ITC and IT-Ohio as an exhibit
to Amendment 6 of Schedule 14D-1 on February 27, 1998.
The preceding is qualified in its entirety by reference to the Merger
Agreement and the Share Repurchase Agreement, which have been filed as exhibits
hereto and incorporated by reference herein. The preceding is also qualified in
its entirety by the press releases dated February 25, 1998, announcing the
expiration of the Offer and the acceptance for payment of shares of Common Stock
in the Offer, filed as exhibits hereto.
Item 2. Acquisition or Disposition of Assets
Not applicable.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events
Not applicable.
Item 6. Resignations of Registrant's Directors
Not Applicable.
Item 7. Exhibits.
2(a) Agreement and Plan of Merger, dated as of January 15, 1998 among OHM,
ITC and IT-Ohio (incorporated by reference from the Form 8-K
filed by OHM on January 21, 1998).
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2(b) Second Amended and Restated Share Repurchase Agreement, dated February
17, 1998, among OHM, Waste Management, Inc., Rust International Inc.,
Rust Remedial Services Holding Company Inc. and ITC (incorporated by
reference from the Form 10-K filed by OHM on February 27, 1998).
(99) Press Releases, dated February 25, 1998, issued by the ITC.
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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 hereunto duly authorized.
OHM CORPORATION
By: /s/ Steven E. Harbour
Steven E. Harbour
Vice President, Legal and
Secretary
Date: March 10, 1998
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Exhibit (99)
INTERNATIONAL TECHNOLOGY CORPORATION
2790 MOSSIDE BOULEVARD
MONROEVILLE, PENNSYLVANIA 15146-2792
CONTACT: HARRY J. SOOSE - (412) 372-7701
RICHARD R. CONTE - (412) 380-6107
GRACE PROTOS OF MacKENZIE PARTNERS, INC.
(800) 322-2885
FOR IMMEDIATE RELEASE
INTERNATIONAL TECHNOLOGY CORPORATION ANNOUNCES PRELIMINARY RESULTS AND
EXPIRATION OF OUTSTANDING CASH TENDER OFFER
February 25, 1998, Monroeville, Pennsylvania. International Technology
Corporation, a Delaware corporation (NYSE:ITX) ("ITC"), announced today that the
tender offer by its wholly owned subsidiary, IT-Ohio, Inc., an Ohio corporation
("IT-Ohio"), to purchase for cash 13,933,000 shares of common stock, par value
$0.10 per share, of OHM Corporation (NYSE:OHM) ("OHM") at $11.50 per share (the
"Offer") expired at 12:00 midnight New York City time on Tuesday, February 24,
1998. Based on preliminary information provided by the depositary for the Offer,
ITC reported that as of the expiration of the Offer, 13,933,000 OHM shares have
been tendered pursuant to the Offer.
ITC is a leading global environmental infrastructure solutions firm. ITC
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 governmental and private sector clients. OHM has worked
at 300 military bases on projects for the U.S. Army Corps of Engineers, the U.S.
Departments of the Navy and Air Forces 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.
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News Release
International Technology Corporation
2790 Mosside Boulevard
Monroeville, Pennsylvania 15146-2792
CONTACT: Harry J. Soose - (412) 372-7701
Richard R. Conte - (412) 380-6107
Grace Protos of MacKenzie Partners, Inc.
(800) 322-2885
FOR IMMEDIATE RELEASE
INTERNATIONAL TECHNOLOGY CORPORATION ANNOUNCES PAYMENT FOR 13,933,000
SHARES OF OHM CORPORATION COMMON STOCK
February 25, 1998, Monroeville, Pennsylvania. International Technology
Corporation, a Delaware corporation (NYSE:ITX) ("ITC"), announced today that its
wholly owned subsidiary, IT-Ohio, Inc., an Ohio corporation ("IT-Ohio"), has
accepted for payment and paid for 13,933,000 shares of common stock, par value
$0.10 per share, of OHM Corporation (NYSE:OHM) ("OHM") in the cash tender offer
for 13,933,000 OHM shares at $11.50 per share (the "Offer"). The Offer expired
at 12:00 midnight New York City time on Tuesday, February 24, 1998. Financing
for the Offer was provided under a previously disclosed $240 million tender
offer credit facility. Concurrent with the payment by IT-Ohio for OHM shares in
the Offer, OHM repurchased approximately 2,535,000 OHM shares from a principal
shareholder. As a result of the consummation of the Offer and the share
repurchase, IT-Ohio owns approximately 54% of the outstanding OHM shares.
Pursuant to the Agreement and Plan of Merger, dated as of January 15, 1998,
among OHM, IT-Ohio and ITC under which the Offer was made, ITC intends to
complete the merger of IT-Ohio with and into OHM, with OHM continuing as the
surviving corporation. Based upon the preliminary results of the Offer and on
the number of OHM shares outstanding on February 24, 1998, at the effective time
of the merger, each remaining Share outstanding will be converted into the right
to receive approximately 1.077 shares of ITC common stock and approximately
$2.61 in cash. Concurrent with the merger, ITC intends to borrow under the
previously announced $425 million merger credit facility for the purpose of
refinancing debt outstanding under the tender offer credit facility and OHM
debt, as well for working capital purposes.
ITC is a leading global environmental infrastructure solutions firm. ITC
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 governmental and private sector clients. OHM has worked
at 300 military bases on projects for the U.S. Army Corps of Engineers, the U.S.
Departments of the Navy and Air Forces 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.
