<PAGE>
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)
<PAGE>
Item 1. Changes in Control of Registrant
Not applicable.
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
The following information was included in a press release issued by
International Technology Corporation, a Delaware corporation ("IT"), on March
4, 1998 (the "Press Release"):
IT and OHM, an Ohio corporation ("OHM"), announced March 4, 1998, that
the OHM Board of Directors has been reconstituted in accordance with the terms
of the Agreement and Plan of Merger, dated as of January 15, 1998, among IT, OHM
and IT-Ohio, Inc., a subsidiary of IT, (the "Merger Agreement") pursuant to
which IT is acquiring OHM in a two-step transaction comprised of a cash tender
offer and a merger. IT-Ohio consummated its cash tender offer for OHM common
stock on February 25, 1998, and acquired 13,933,000 shares in the tender offer.
As a result of the tender offer and the concurrent repurchase by OHM of
approximately 2,535,000 shares of OHM common stock from a principal
shareholder, in accordance with the terms of 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 IT (the "Share Repurchase Agreement"), IT now owns
approximately 54% of the outstanding shares of OHM stock. IT intends to
complete the merger of IT-Ohio into OHM shortly in accordance with the terms of
the Merger Agreement.
Pursuant to the Merger Agreement, the OHM Board now consists of five
members, three of whom are representatives of IT and two of whom are continuing
directors of OHM. Messrs. Anthony J. DeLuca, Daniel A.
-2-
<PAGE>
D'Aniello and Philip B. Dolan have been appointed to the OHM Board as IT
representatives. Messrs. Richard W. Pogue and Charles W. Schmidt remain on the
OHM Board as well. In conjunction with the Board change, Mr. DeLuca was
appointed as chairman of the board, president and chief executive officer of
OHM.
The preceding is qualified in its entirety by reference to the Merger
Agreement, the Share Repurchase Agreement and the Press Release, which have been
filed as exhibits hereto and the first two of which are incorporated by
reference herein.
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,
IT and IT-Ohio (incorporated by reference from the Form 8-K filed
by OHM on January 21, 1998).
2(b) Second Amended and Restated Share Repurchase Agreement, dated February
27, 1998, among OHM, Waste Management, Inc., Rust International
Inc., Rust Remedial Services Holding Company Inc. and IT
(incorporated by reference from the Form 10-K filed by OHM on
February 27, 1998).
(99) Press Release, dated March 4, 1998, issued by IT.
-3-
<PAGE>
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
Date: March 5, 1998 Steven E. Harbour
Vice President, Legal and Secretary
-4-
<PAGE>
EXHIBIT 99
[LOGO] INTERNATIONAL NEWS RELEASE
TECHNOLOGY
CORPORATION Corporate Headquarters
2790 Mosside Boulevard
Monroeville, Pennsylvania 15146-2792
412-372-7701
Fax: 412-373-7135
International Technology Corporation An OHM Corporation Announce
OHM Board Changes
PITTSBURGH, March 4 /PRNewswire/ -- International Technology Corporation
(NYSE: ITX) ("IT") and OHM Corporation (NYSE: OHM) ("OHM") announced today that
the OHM Board of Directors has been reconstituted in accordance with the terms
of the Agreement and Plan of Merger dated as of January 15, 1998 among IT, OHM
and IT-Ohio, Inc. a subsidiary of IT, pursuant to which IT is acquiring OHM in a
two-step transaction comprised of a cash tender offer and a merger. IT-Ohio
consummated its cash tender offer for OHM common stock on February 25, 1998, and
acquired 13,933,000 shares in the tender offer. As a result of the tender offer
and the concurrent repurchase by OHM by approximately 2,535,000 shares of OHM
common stock from a principal shareholder, IT now owns approximately 54% of the
outstanding shares of OHM stock. IT intends to complete the merger of IT-Ohio
into OHM shortly in accordance with the terms of the merger agreement.
Pursuant to the merger agreement, the OHM Board now consists of five
members, three of whom are representatives of IT and two of whom are continuing
directors of OHM. Messrs. Anthony J. DeLuca, Daniel A. D'Aniello and Philip B.
Dolan have been appointed to the OHM Board as IT representatives. Messrs.
Richard W. Pogue and Charles W. Schmidt remain on the OHM Board as well. In
conjunction with the Board change, Mr. DeLuca was appointed as chairman of the
board, president and chief executive officer of OHM.
Anthony J. DeLuca said, "We are encouraged by the positive response to
the merger from our associates, clients and shareholders. We have launched an
aggressive integration process to ensure a smooth transition."
IT is a leading global environmental infrastructure solutions firm. IT
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. Department 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.
-more-
<PAGE>
-2-
Statements contained in this press release which are not historical
facts are forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995 that involve risk and uncertainties,
including the integration of IT and OHM operations, projected financial results,
general economic conditions, funding of backlog, the effects of the Company's
restructuring and industry-wide market factors. The Company's actual results
could differ materially from those projected in such forward-looking statements
as a result of the above and other factors.
SOURCE International Technology Corporation
-0- 03/04/98
/CONTACT: Richard R. Conte or Harry J. Soose of International
Technology, 412-372-7701, or Pamela K. M. Beall, 419-425-6002, or Grace Protos
of MacKenzie Partners, 800-322-2885/
(ITX OHM)
-0-
