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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
OHM CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
670839 10 9
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(CUSIP Number)
Stephen K. Roddenberry, Esq.
Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue
Miami, Florida 33131
Tel. No. (305) 374-5600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 15, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
(Continued on following pages)
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SCHEDULE 13D
CUSIP NO. 670839 10 9 PAGE 2 OF 7
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
H. Wayne Huizenga
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
2
(b)[X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
7
NUMBER OF 1,500,000
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 1,500,000 (See Item 4)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
1,500,000
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SHARED DISPOSITIVE POWER
10
1,500,000 (See Item 4)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,500,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* [X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.3%
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TYPE OF REPORTING PERSON*
14
IN
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The reporting person listed on the cover page to this Schedule 13D
hereby makes the following statement (the "Statement") pursuant to Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations promulgated thereunder. This Statement is an amendment
and restatement of the Schedule 13D, dated March 28, 1995, filed by H. Wayne
Huizenga on April 6, 1995 (the "Original Schedule 13D"). For further information
regarding any of the items amended and restated herein, reference is made to the
Original Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $.10
per share (the "Common Stock"), of OHM Corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 16406 U.S. Route 224
East, Findlay, Ohio 45840.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by H. Wayne Huizenga, whose
business address is 450 East Las Olas Boulevard, Suite 1500, Fort Lauderdale,
Florida 33301. Mr. Huizenga is Chairman of the Board and Co-Chief Executive
Officer of Republic Industries, Inc., a holding company with major business
segments in automotive retailing, automotive rental and solid waste services,
which is headquartered at 110 S.E. 6th Street, Fort Lauderdale, Florida 33301.
Mr. Huizenga is also Chairman of Huizenga Holdings, Inc., a holding and
management company for certain investments by Mr. Huizenga in privately-owned
companies and businesses.
Mr. Huizenga is a citizen of the United States. Mr. Huizenga
has not, during the last five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
and a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Huizenga used personal funds in making his purchases of
the Common Stock and Options (as defined below). The total purchase price for
the Common Stock and Options was $5,500,000. Mr. Huizenga's source of funds for
the purchase of the Common Stock was personal funds. Mr. Huizenga's source of
funds for the exercise of the Options is undetermined as of the date hereof, but
will most likely come from personal funds.
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ITEM 4. PURPOSE OF TRANSACTION.
Mr. Huizenga acquired the Common Stock and the Options for investment
purposes and, except as described below, he has no plans or proposals which
relate to or would result in any of the events or transactions described in Item
4(a)-(j) of Schedule 13D.
Pursuant to a Company Voting Agreement, dated as of January 15, 1998
(the "Company Voting Agreement"), among International Technology Corporation,
a Delaware corporation ("Parent"), the Issuer, Mr. Huizenga and the other
shareholders of the Issuer named therein (collectively, the "Shareholders"),
the Shareholders have agreed to vote their shares of Common Stock, whether
currently owned or subsequently acquired (a) in favor of adoption of the
Agreement and Plan of Merger, dated January 15, 1998 (the "Merger Agreement"),
among the Issuer, the Parent and IT-Ohio, Inc. ("Merger Sub"), pursuant to
which Merger Sub will make a tender offer for 13,933,000 shares of the Issuer's
Common Stock, and subsequent to the consummation of the tender offer, Merger
Sub will merge with and into the Issuer, with the Issuer becoming a wholly
owned subsidiary of the Parent (the "Merger Transactions"), (b) in favor of the
election to the Issuer's Board of Directors of certain Parent representatives
as described in the Merger Agreement, and (c) against any transactions that
would compete or interfere with the Merger Transactions. In addition, the
Shareholders have agreed (i) to deliver to the Parent an irrevocable proxy to
vote their shares of Common Stock as described above, (ii) not to transfer or
otherwise dispose of any shares of Common Stock, unless it is in connection
with the tender offer by Merger Sub or to another person who agrees to be bound
by the terms of the Company Voting Agreement, and (iii) not to acquire any
additional shares of Common Stock, unless they immediately deliver to the
Parent an irrevocable proxy to vote such shares in favor of the Merger
Transactions and against any competing transactions. A copy of the Company
Voting Agreement is attached hereto as Exhibit 4 and is incorporated herein by
reference. The description of the terms of the Company Voting Agreement set
forth herein is qualified in its entirety by the terms of the Company Voting
Agreement. For a more detailed description of the Merger Transactions see the
Issuer's Schedule 14D-9, dated January 16, 1998.
In addition to the Company Voting Agreement, Mr. Huizenga has entered
into a letter agreement dated January 15, 1998 with the Issuer (the "Letter
Agreement") pursuant to which Mr. Huizenga has agreed, among other things, to
terminate the First Option Agreement and the Second Option Agreement (described
below), in return for a payment of $1.5 million following consummation of the
Merger Transactions. A copy of the Letter Agreement is attached hereto as
Exhibit 5 and is incorporated herein by reference. The description of the terms
of the Letter Agreement set forth herein is qualified in its entirety by the
terms of the Letter Agreement.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Under the terms of a Stock Purchase Agreement,
dated as of March 28, 1995, between Mr. Huizenga and the Issuer, Mr. Huizenga
purchased (a) 500,000 shares of Common Stock (the "Shares"), (b) immediately
exercisable options to acquire 620,000 shares of Common Stock for $10.00 per
share for five years, and (c) immediately exercisable options to purchase
380,000 shares of Common Stock for $12.00 per share for five years (collectively
items (b) and (c) are referred to as the "Options"). The terms of the Options
are more fully described in the First Option Agreement and the Second Option
Agreement, each dated as of March 28, 1995, between Mr. Huizenga and the Issuer.
Copies of the Stock Purchase Agreement, the First Option Agreement and the
Second Option Agreement are attached hereto as Exhibits 1, 2 and 3 and are
incorporated herein by reference. The description of the terms of such
agreements set forth herein is qualified in its entirety by the terms of such
agreements.
As of January 15, 1998, Mr. Huizenga may be deemed to
beneficially own 1,500,000 shares of Common Stock (which includes 1,000,000
shares of Common Stock issuable upon exercise of the Options) representing
approximately 5.3% of the outstanding shares of Common Stock, calculated in
accordance with Rule 13d-3 of the Exchange Act (based on 27,367,417 shares of
Common Stock issued and outstanding as of October 31, 1997 as reported on the
Issuer's Quarterly Report on Form 10-Q for the period ending September 30, 1997,
plus the 1,000,000 shares of Common Stock issuable upon exercise of the Options
which Mr. Huizenga may be deemed to beneficially own and which are deemed
outstanding for purposes of this calculation). Except as described in Item 4
above, Mr. Huizenga has sole voting and dispositive power over the 1,500,000
shares of Common Stock which he may be deemed to beneficially own.
In connection with the transactions described in Item 4 above,
to the extent that Mr. Huizenga may be deemed to be a member of a "group" with
the Issuer, Parent or any of the other Shareholders pursuant to Rule 13d-5 under
the Exchange Act, Mr. Huizenga disclaims beneficial ownership of any shares of
Common Stock owned by such persons and disclaims the existence of a group.
The Huizenga Family Foundation, Inc., of which Mr. Huizenga
is a Director, as of the date of this Statement owns 500,000 shares of Common
Stock. Mr. Huizenga disclaims beneficial ownership of such shares of Common
Stock.
(c) Except as described above, Mr. Huizenga has not engaged in
any transactions in any securities of the Issuer during the past sixty days.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Reference is made to the Company Voting Agreement, the Letter
Agreement, the Stock Purchase Agreement, the First Option Agreement and the
Second Option Agreement described in Items 4 and 5 above.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following exhibits are filed herewith or incorporated by
reference:
1. Stock Purchase Agreement dated as of March 28, 1995
between H. Wayne Huizenga and OHM Corporation (incorporated by reference to
Mr. Huizenga's Schedule 13D (re: OHM Corporation) filed with the Commission on
April 6, 1995)
2. First Option Agreement dated as of March 28, 1995
between H. Wayne Huizenga and OHM Corporation (incorporated by reference to
Mr. Huizenga's Schedule 13D (re: OHM Corporation) filed with the Commission on
April 6, 1995)
3. Second Option Agreement dated as of March 28, 1995
between H. Wayne Huizenga and OHM Corporation (incorporated by reference to Mr.
Huizenga's Schedule 13D (re: OHM Corporation) filed with the Commission on April
6, 1995)
4. Company Voting Agreement, dated as of January 15, 1998,
among International Technology Corporation, OHM Corporation, H. Wayne Huizenga,
Huizenga Family Foundation, James L. Kirk and Joseph R. Kirk (incorporated by
reference to OHM Corporation's Schedule 14D-9 dated January 16, 1998--
Commission File No. 1-9654).
5. Letter Agreement, dated as of January 15, 1998, among
OHM Corporation and H. Wayne Huizenga.
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SIGNATURES
After reasonable 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.
/s/ H. Wayne Huizenga
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H. Wayne Huizenga
Dated: February 9, 1998
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Exhibit 7
EXECUTION COPY
H. WAYNE HUIZENGA
January 15, 1998
To OHM CORPORATION:
With reference to the First Option Agreement, dated as of March 28,
1995 (the "First Option Agreement"), between OHM Corporation (the "Company") and
H. Wayne Huizenga (the "Holder") and the Second Option Agreement, dated as of
March 28, 1995 (the "Second Option Agreement"), between the Company and the
Holder, and the Agreement and Plan of Merger, dated the date hereof (the "Merger
Agreement"), among the Company, International Technologies Corporation and
IT-Ohio, Inc. ("Merger Sub"), this letter agreement will confirm our agreement
as follows:
1. Terms used herein but not defined herein shall have the respective
meanings set forth in the Merger Agreement.
2. In consideration of the agreement set forth in paragraphs 3, 4 and 5 of
this letter agreement, the Company agrees that, as promptly as practicable
after the earliest to occur of (i) the acceptance by Merger Sub of Shares
for payment in the Offer, or (ii) the Effective Time, the Company shall pay
to the Holder, in immediately available funds, $1,500,000 (the "Termination
Payment").
3. In consideration of the payment of the Termination Payment, the First
Option Agreement and the Second Option Agreement are hereby terminated,
effective as of the time of payment of the Termination Payment.
4. The Holder shall not exercise his rights pursuant to Sections 3.1 or 3.2 of
the First Option Agreement or Sections 3.1 or 3.2 of the Second Option
Agreement prior to the earliest to occur of (i) the second business day
subsequent to the Effective Time, and (ii) the termination of the Merger
Agreement in accordance with its terms.
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5. The Holder hereby waives his rights under Section 2.2 of the First Option
Agreement and Section 2.2 of the Second Option Agreement with respect to
the NSC Distribution.
6. This letter agreement shall terminate upon the termination of the Merger
Agreement, but shall not otherwise be terminable.
7. This letter agreement and rights and obligations of the parties hereunder
shall be governed by, construed and interpreted in accordance with the
laws of the State of Ohio applicable to agreements executed by residents
of that state, and fully to be performed, in that state.
If the foregoing is in accordance with your understanding, please
execute one counterpart of this letter agreement, whereupon this letter
agreement shall constitute a binding agreement among the parties hereto.
Very truly yours,
/s/ H. Wayne Huizenga
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H. Wayne Huizenga
Accepted and agreed
as of the date hereof:
OHM Corporation
By: /s/ Steven E. Harbour
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Steven E. Harbour
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