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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required)
For the transition period from
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to
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Commission File Number 33-16098
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THE EARTH TECHNOLOGY CORPORATION (USA)
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(Exact name of registrant as specified in its charter)
Delaware 33-0244112
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 West Broadway, Suite 5000
Long Beach, California 90802
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(Address of principal (Zip Code)
executive offices)
Registrant's tel. number, including area code: (310) 495-4449
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The purpose of this amendment is to amend the following items of The Earth
Technology Corporation (USA) Annual Report on Form 10-K for the fiscal year
ended August 15, 1995:
Part III
Item 10- Directors and Executive Officers of the Registrant
Item 11- Executive Compensation
Item 12- Security Ownership of Certain Beneficial Owners and
Management
Item 13- Certain Relationships and Related Transactions
Part IV
Item 14- Exhibits, Financial Statements Schedules and Reports
on Form 8-K
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<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Recent Developments
T1 Acquisition Corp. (the "Purchaser"), a Delaware corporation and a wholly
owned subsidiary of Tyco International Ltd. ("Tyco"), a Massachusetts
corporation, has made a tender offer that is disclosed in a Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1"), dated December 13,
1995, to purchase all outstanding shares of common stock, par value $.01 per
share (the "Shares") of the Registrant at $8.00 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer
to Purchase (the "Offer to Purchase"), dated December 13, 1995, and the
related Letter of Transmittal (which together constitute the "Offer").
The Offer is being made by the Purchaser pursuant to an Agreement and Plan
of Merger (the "Merger Agreement"), dated as of December 8, 1995, by and
among Tyco, the Purchaser and the Registrant. The Merger Agreement
provides, among other things, that as soon as practicable following the
consummation of the Offer, upon the terms and subject to the conditions
contained therein, the Purchaser will be merged with and into the
Registrant (the "Merger"), with the Registrant being the surviving entity.
Pursuant to the Merger Agreement and promptly upon the purchase of the
Shares pursuant to the Offer, Tyco will be entitled to designate such number of
directors (the "Tyco Designees"), rounded up to the next whole number, on the
Board of Directors of the Registrant (the "Board of Directors") as will
give Tyco, subject to compliance with Section 14(f) of the Securities Exchange
Act, as amended (the "Exchange Act"), representation on the Board of Directors
equal to the product of (a) the total number of directors on the Board of
Directors and (b) the percentage that the number of Shares purchased by Tyco
bears to the number of Shares outstanding and the Registrant shall, upon
request by Tyco, promptly increase the size of the Board of Directors and/or
exercise its reasonable best efforts to secure the resignations of such number
of directors as is necessary to enable the Tyco Designees to be elected to
the Board of Directors and shall cause Tyco's Designeees to be so elected.
Prior to the Effective Time (as defined in the Merger Agreement), the
Registrant and Tyco shall use all reasonable efforts to ensure that the
Board of Directors of the Registrant at all times includes at least three
directors who were directors on the date of the Merger Agreement or persons
designated by such directors and neither were designated by Tyco nor are
employees of the Registrant.
Tyco has informed the Registrant that it will select the Tyco Designees from
the directors and executive officers listed in Annex I to the Offer to
Purchase, a copy of which is filed herewith as Exhibit 99.1. Tyco has also
informed the Registrant that each of the directors and executive officers
listed in Annex I to the Offer to Purchase has consented to act as a
director, if so designated. The information on such Annex I is
incorporated herein by reference. It is expected that none of the Tyco
Designees will receive any compensation for services performed in his or her
capacity as a director of the Registrant.
Directors of the Registrant
The names of the current directors, their ages as of December 1, 1995, all
positions and offices held with the Registrant, and their business experience
during the last five years are set forth below. There are no family
relationships among any of the directors or executive officers of the Registrant
except as indicated below. As indicated above, some of the current directors may
resign effective immediately following the purchase of Shares by the Purchaser
pursuant to the Offer.
The Registrant's certificate of incorporation ("Certificate of
Incorporation") was amended in May 1994 to create a classified Board of
Directors composed of three classes. Subsequent to their initial election
following the amendment to the Registrant's Certificate of Incorporation,
each class of directors is subject to election every third year and will
serve a three-year term. Each director will serve until his or her
respective successor is duly elected and qualified.
Class I Directors For Term Expiring in 1998:
James E. Clark, 66, was elected as a director in 1993. Mr. Clark is a former
President of Western Operations for Prudential Insurance from 1978 to June 1990.
In June 1990, he became a consultant to and is a director of Prudential Real
Estate Affiliates, which is engaged in residential real estate sales. Mr. Clark
is also a director of United States Filter Corporation, Managed Health Network,
Inc. and Business Connection, Inc.
Martha T. Robinson, 40, was elected as a director in 1994. Ms. Robinson is a
Vice President of Prudential Equity Investors, Inc., where she has been an
officer since 1986. Prudential Equity Investors, Inc., a venture capital and
buyout firm, is the general partner of Prudential Venture Partners II.
Class II Directors For Term Expiring in 1996:
Charles D. Applequist, 61, was elected as a director in 1981. Mr. Applequist
is a Vice President of Minnesota Gas Company, Inc. Since 1959, Mr. Applequist
has served Minnesota Gas Company as an engineer and in a number of managerial
functions.
Creighton K. Early, 42, was elected as a director in 1993. Mr. Early has
been the Chief Financial Officer of the Registrant since June 1989. In October
1994, he was also appointed Executive Vice President. From April 1988 to
June 1989, Mr. Early was the President and Chief Operating Officer of BCL
Associates, Inc., which was acquired by the Registrant in June 1989.
Ward W. Johnson, 63, was elected as a director in 1995. Mr. Johnson is a
former director of HazWaste Industries Incorporated ("HazWaste"), a subsidiary
acquired by the Registrant in February 1995. Since its founding in 1987, Mr.
Johnson served as Chairman of HazWaste's Audit Committee and served as Chairman
of its Compensation Committee. From 1971 to 1987, Mr. Johnson was associated
with Bralley-Willett Tank Lines, Inc., where he held several executive
positions, including Chairman and President, and was the majority stockholder.
From 1955 to 1971, Mr. Johnson held engineering and management positions with
Exxon Corporation. Mr. Johnson presently also serves on the advisory board of
the Jefferson Bank in Richmond, Virginia.
Larry T. Lawrence, 53, was elected as a director in 1994. Mr. Lawrence
served as Chairman of the Board of Directors of Summit Environmental Group,
Inc., now a subsidiary of the Registrant, between July 1988 and May 1994. Mr.
Lawrence is the Managing General Partner of Lawrence Venture Partners, which is
the general partner of Lawrence, Tyrrell, Ortale & Smith, a private equity fund
established in 1985, and of Lawrence, Tyrrell, Ortale & Smith II, L.P., a
private equity investment fund established in 1990. Mr. Lawrence also serves as
a director of Autotote Corporation, Immuno Med Corporation, Longview
Development, Inc. and Globe Tax Services Incorporated.
<PAGE>
Class III Directors For Term Expiring in 1997:
Diane C. Creel, 47, was elected as a director in 1985. Ms. Creel has been
Chairwoman of the Board of Directors since March 1993, Chief Executive Officer
since January 1993 and President since September 1988. Ms. Creel also serves
as a director of Glendale Federal Bank, Inc. and Teledyne Inc.
Richard H. Guilford, 67, was elected as a director in 1995. Mr. Guilford is
a former founder of HazWaste. Prior to the acquisition, Mr. Guilford served as
Chairman and Treasurer since HazWaste's founding in 1987. Mr. Guilford was also
President and Chief Executive Officer of HazWaste. From 1978 to 1987, Mr.
Guilford was President of Corporate & Financial Management, Ltd., a management
consulting firm operating in Virginia, Florida and Georgia. From 1956 to 1976,
Mr. Guilford was associated with Fidelity Corporation, a large publicly held
diversified financial holding company where he served in many executive
positions, the last being as president of several subsidiary companies as well
as Executive Vice President/Chief Operating Officer and Director of the parent
corporation.
Richard J. Heckmann, 52, was elected as a director in 1993. Mr. Heckmann is
Chairman of the board of directors, President and Chief Executive Officer of
United States Filter Corporation. Mr. Heckmann was a Senior Vice President at
Prudential Bache Securities in Rancho Mirage, California from January 1982 to
August 1990. Mr. Heckmann is also a director of Smith Sport Optics, United
Waste, Inc. and Air-Cure Environmental, Inc.
Executive Officers and Significant Employees of the Registrant
The names of the current executive officers and key employees, their ages as
of December 1, 1995, all positions and offices held with the Registrant, and
their business experience during the last five years are set forth below. There
are no family relationships among any of the directors or executive officers.
Except as indicated below, officers are appointed to serve until the first
meeting of the Board of Directors following the next annual meeting of
stockholders and until their successors have been elected and qualified.
<TABLE><CAPTION>
POSITION AND BUSINESS EXPERIENCE
NAME AGE DURING PAST FIVE YEARS
- ---------------------------------- --- ---------------------------------------------------
<S> <C> <C>
Diane C. Creel.................... 47 Chief Executive Officer, President and Chairwoman.
Creighton K. Early................ 42 Chief Financial Officer, Executive Vice-President
and Director.
Theodore A. Barten................ 44 Executive Vice-President Commercial, Earth Tech
Consulting Engineering. Mr. Barten was appointed
President of WW Engineering & Science Inc., a
wholly owned subsidiary of the Registrant, in March
1994.
Robert A. Colonna................. 58 Executive Vice President Government, Earth Tech
Consulting Engineering. In April 1990, Mr. Colonna
was appointed Senior Vice President--Government
Services Division (Eastern). In November 1993, Mr.
Colonna was appointed Senior Vice President--
Government Operations.
Elizabeth R. Holbrook............. 44 Chief Marketing Officer. Prior to rejoining the
Registrant, Dr. Holbrook was the Chief Marketing
Officer for Advanced Sciences, Inc. from November
1990 to December 1992.
</TABLE>
<PAGE>
<TABLE><CAPTION>
POSITION AND BUSINESS EXPERIENCE
NAME AGE DURING PAST FIVE YEARS
- ---------------------------------- --- ---------------------------------------------------
<S> <C> <C>
Charles S. Alpert................. 49 General Counsel and Corporate Secretary.
Carole L. Collins................. 49 Corporate Vice President. In April 1989, Ms.
Collins was appointed Corporate Director of Human
Resources.
Steven L. Scott................... 46 Corporate Vice President. In May 1990, Mr. Scott
was appointed Senior Vice President, Government
Services Division (Western). In November 1993, Mr.
Scott became the Senior Vice President--Government
Logistics.
William J. Cretens................ 41 President Earth Tech Operation Services. Since
1982, Mr. Cretens served as President of WW
Operation Services, a division of WW Engineering &
Sciences Inc., a wholly owned subsidiary of the
Registrant and the predecessor to Earth Tech
Operations Services.
Patricia E. Montgomery............ 59 Assistant Corporate Secretary. Ms. Montgomery was
appointed Corporate Secretary of the Registrant in
October 1986.
</TABLE>
Section 16 Compliance
Section 16 (a) of the Exchange Act requires the Registrant's executive
officers and directors and persons who beneficially own more than ten percent
of a registered class of the Registrant's equity securities to file reports of
ownership and changes in ownership with the Commission. Executive officers,
directors and greater than ten-percent stockholders are required by regulation
to furnish the Registrant with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Registrant believes that during the Registrant's
fiscal year ended August 25, 1995, all Section 16(a) filing requirements
applicable to its executive officers, directors, and greater than ten-percent
beneficial owners were complied with.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides information for the fiscal years ended August
25, 1995, August 26, 1994 and August 27, 1993, regarding the compensation paid
by the Registrant and its subsidiaries to the Chief Executive Officer and the
four other most highly compensated officers and other significant employees
serving as of August 25, 1995 ("Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------
AWARDS
ANNUAL -------------------------
COMPENSATION RESTRICTED SECURITIES
----------------- STOCK UNDERLYING ALL OTHER
NAME & PRINCIPAL SALARY BONUS AWARDS OPTIONS/SARS COMPENSATION(1)
POSITION YEAR ($) ($) ($) (#) ($)
- ---------------------------- ---- ------- ------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Diane C. Creel.............. 1995 204,750 25,200 -- -- $ 4,845
President and Chief 1994 199,735 69,225 -- 38,000 7,357
Executive Officer 1993 161,360 128,400(2) -- -- 6,671
Robert A. Colonna........... 1995 154,768 63,200 -- 10,000 $ 4,676
Executive Vice President 1994 154,079 48,720 -- 3,000 5,345
Government 1993 139,874 53,800 -- -- 5,388
Elizabeth R. Holbrook....... 1995 161,753 36,000 -- 10,000 $ 3,871
Chief Marketing Officer 1994 156,253 76,000 $ 90,000(5) -- 4,050
1993 87,450(3) 121,000(4) 42,500(5) -- 2,405
Theodore A. Barten.......... 1995 169,000 15,500 -- -- --
Executive Vice President 1994 162,707 25,000 -- -- --
Commercial 1993 -- -- -- -- --
Creighton K. Early.......... 1995 149,767 15,300 -- -- $ 4,672
Chief Financial Officer 1994 147,134 45,010 -- 25,000 5,023
1993 117,479 112,400(2) -- -- 4,832
</TABLE>
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(1) Amounts consist of Registrant contributions under its 401(k) Retirement
Savings Plan.
(2) Bonus amounts in fiscal 1993 for Ms. Creel and Mr. Early include a one-time
turnaround bonus award of $67,900 each.
(3) Represents salary since commencement of employment on December 28, 1992.
(4) Includes $50,000 awarded upon commencement of employment.
(5) Represents a grant of 10,000 Shares of restricted stock upon commencement of
employment on December 28, 1992 and an additional grant of 10,000 Shares on
December 28, 1993. The aggregate fair market value of such Shares as of
August 25, 1995, was $95,000. The Shares vest fifty percent on the first
anniversary of the date of the grant, thirty percent on the second
anniversary of the date of the grant, and twenty percent on the third
anniversary of the date of the grant. Assuming an Offer price of $8.00 per
Share, the aggregate value of such Shares of restricted stock is $160,000.
The Registrant does not pay dividends on restricted stock.
<PAGE>
Stock Option Grants
The following table sets forth information regarding individual grants of
options to purchase the Shares made to the Named Executive Officers during the
fiscal year ended August 25, 1995. The Registrant does not have a program to
grant stock appreciation rights.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL
------------------------------------------------------------- REALIZABLE VALUE
PERCENT
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS/SARs OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(2)
OPTIONS/SARs EMPLOYEES OF BASE ----------------------------
GRANTED IN PRICE EXPIRATION 5% 10%
NAME (#)(1) FISCAL YEAR ($/SHARE) DATE ($) ($)
- ----------------------- -------------- ----------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Diane C. Creel......... -- -- -- -- -- --
Robert A. Colonna...... 10,000 4.5 10.75 10/11/04 67,606 171,327
Elizabeth R.
Holbrook............... 10,000 4.5 10.75 10/11/04 67,606 171,327
Theodore A. Barten..... -- -- -- -- -- --
Creighton K. Early..... -- -- -- -- -- --
</TABLE>
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(1) Options are granted with an exercise price equal to 100% of the market price
of the underlying Shares on the date of grant and vest at the rate of 20%,
30% and 50% per year beginning one year from the date of grant.
(2) These amounts represent certain assumed rates of stock price appreciation in
accordance with Commission rules. The actual value, if any, that an
executive officer may realize is dependent upon the future performance of
the Shares and continued employment through the vesting period.
Stock Option Exercises and Year End Values
The following table sets forth certain information regarding the number
of unexercised options and the value of in-the-money unexercised options held
by the Named Executive Officers as of August 25, 1995. The values of
unexercised in-the-money stock options shown below are the aggregate
differences between the market price of the Shares on August 25, 1995, and
the exercise price of the options. The actual amount, if any, realized upon
exercise of stock options will equal the excess, if any, of the market price
of the Shares over the exercise price per Share of such stock options at the
time the stock option is exercised. There is no assurance that the values of
unexercised in-the-money stock options reflected in this table will be
realized.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
SHARES UNEXERCISED OPTIONS/SARs MONEY OPTIONS/SARS AT FISCAL
ACQUIRED ON VALUE AT FISCAL YEAR END (#) YEAR END($)(1)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------- -------------- ----------- ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
Diane C. Creel........... -- -- 27,600 30,400 25,000 --
Robert A. Colonna........ -- -- 8,600 12,400 10,000
Elizabeth R. Holbrook.... -- -- -- 10,000 -- --
Theodore A. Barten....... -- -- 16,451 11,411 -- --
Creighton K. Early....... -- -- 30,000 20,000 25,000 --
</TABLE>
- ------------
(1) Based upon the closing price of the Shares on August 25, 1995 of $4.75.
<PAGE>
Compensation of Directors
Each director who is not an employee of the Registrant receives stock
options in lieu of 100% of the fees otherwise payable for service as a director.
Options are granted quarterly on the last day of the Registrant's fiscal
quarter. The number of options granted each quarter is equal to the quarterly
director fee of $3,750 divided by 75% of the market price of the Shares as of
the last day of each fiscal quarter. The exercise price of such options is equal
to 25% of the market price of the Shares as of the last day of the Registrant's
fiscal quarter. Options become exercisable on the first day of the calendar year
following the date of grant, provided that any options will become immediately
exercisable upon the termination of the service of the director holding the
option. Options terminate upon the expiration of ten years from the date of
grant but are not otherwise subject to forfeiture.
Employment Agreements and Change-In-Control Arrangements
Employment Agreements. The Registrant has entered into executive
employment agreements with each of its executive officers, the terms of
which are summarized under the caption "EXECUTIVE COMPENSATION--Employment
Agreements" at pages 121 through 122 of the Registrant's Proxy Statement,
dated January 19, 1995, for its Annual Meeting of Stockholders, which was
held on February 23, 1995 (the "1995 Proxy Statement"). A copy of the
pertinent pages of the 1995 Proxy Statement is filed herewith as Exhibit 99.2
and is incorporated herein by reference. Since the date of the 1995 Proxy
Statement, Richard R. Pannell entered into an Agreement for Separation of
Employment, dated May 9, 1995, and is no longer employed by the Registrant.
Following the Merger, the Purchaser intends to provide certain
additional or substitute compensation arrangements for the executive
officers and certain other officers of the Registrant. As disclosed in
the Offer to purchase, in addition to the substitute stock options,
Tyco intends to provide key executives at the Registrant with
incentive arrangements that may under certain circumstances provide higher
compensation than that previously provided by the Registrant and would also
provide additional new stock options for selected Registrant executives.
Consistent with plans generally provided for Tyco executives, the value of
these incentives would be based primarily on the future earnings and cash
flow of the Registrant. Tyco also anticipates authorizing increased
salaries for selected Registrant executives to reflect their continued
importance to the organization. It is expected that Diane C. Creel and
Creighton K. Early, each of whom is an executive officer and a director of
the Registrant, and Charles S. Alpert, who is an executive officer of the
Registrant, would receive the benefit of the foregoing arrangements. Tyco
also anticipates providing Ms. Creel with an incentive should she remain as
Chief Executive Officer of the Registrant for the three year period after
the Effective Date.
Stock Option Plans. The Registrant has adopted a plan that provides for
the granting of nonqualified stock options, performance stock options and
restricted stock to certain employees of the Company, including the executive
officers, which plan is summarized under the caption "AMENDMENT TO THE EARTH
TECHNOLOGY CORPORATION (USA) 1987 STOCK OPTION PLAN" at pages 126 through 131 of
the 1995 Proxy Statement. A copy of the pertinent pages of the 1995 Proxy
Statement is filed herewith as Exhibit 99.3 and incorporated herein by
reference.
The Registrant has also adopted a plan that provides for the granting of
non-qualified stock options to directors of the Registrant, which plan is
summarized under the caption "AMENDMENT TO THE EARTH TECHNOLOGY CORPORATION
DIRECTOR OPTION PLAN" at pages 132 through 134 of the 1995 Proxy Statement.
A copy of the pertinent pages of the 1995 Proxy Statement is filed herewith
as Exhibit 99.4 and incorporated herein by reference. Upon termination of
service as a director, each participant's unvested options will immediately
become exercisable.
Under the terms of the Merger Agreement, all outstanding Registrant
options, whether vested or not, will be converted into options to purchase the
common stock, par value $.50 per share, of Tyco and all outstanding Registrant
warrants and restricted stock will be converted into the right to receive cash,
subject in the case of warrants to payment of the exercise price in respect
thereof. The Registrant has agreed pursuant to the Merger Agreement that, prior
to the Effective Time, it will adopt any amendments to its plans under which any
stock options have been granted, will use its reasonable efforts to obtain any
such consents of the holders of such stock options and will cause the committees
of the Board of Directors that are responsible for the administration of such
plans to take such action as shall be necessary to effectuate the provisions of
the Merger Agreement with respect to the treatment of stock options. The
Registrant shall terminate the 1987 Stock Plan, the Director Option Plan and the
Registrant's 1994 Employee Stock Purchase Plan, with respect to any further
grants, as of the Effective Time. The Registrant also agreed to give written
notice of the Merger to each registered holder of the warrants at least 20 days
prior to the Effective Time.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee for the fiscal year ended August 25, 1995 was
comprised of Richard J. Heckmann, James E. Clark and Ward W. Johnson. There were
no Compensation Committee interlocks.
With respect to certain transactions between Mr. Johnson and the Registrant,
see "Certain Relationships and Related Transactions" below.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Ownership of Common Stock by Certain Beneficial Owners, Officers, Directors
and Nominees
The following table contains information as of November 25, 1995 regarding
the ownership of the Shares by (i) all persons who, to the knowledge of the
Registrant, were the beneficial owners of 5% or more of the outstanding Shares,
(ii) each director and director nominee of the Registrant, (iii) the Chief
Executive Officer and the Named Executive Officers whose salary and bonus for
the past fiscal year exceeded $100,000 and (iv) all executive officers and
directors of the Registrant as a group. Unless otherwise indicated, the mailing
address of each individual is The Earth Technology Corporation (USA), 100 West
Broadway, Suite 5000, Long Beach, California 90802. Except as otherwise
indicated, to the knowledge of the Registrant, all persons listed below have
sole voting and investment power with respect to their shares of the Registrant
Common Stock.
<PAGE>
<TABLE>
OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS,
OFFICERS, DIRECTORS AND NOMINEES
BENEFICIAL OWNERSHIP OF COMMON STOCK
AS OF NOVEMBER 25, 1995
<CAPTION>
NUMBER OF
NAME SHARES (1)(2)(3) PERCENT
- ------------------------------------------------------------------------ ---------------- -------
<S> <C> <C>
Martha L. Robinson(4)................................................... 735,245 8.5
Larry J. Lawrence(5).................................................... 460,114 5.3
Ward W. Johnson(7)...................................................... 223,490 2.6
Diane C. Creel.......................................................... 106,565 1.2
Richard H. Guilford..................................................... 82,399 .9
Richard J. Heckmann..................................................... 81,069 .9
Robert A. Colonna....................................................... 63,385 .7
Charles D. Applequist................................................... 57,873 .7
Creighton K. Early...................................................... 45,271 .5
James C. Clark.......................................................... 41,344 .5
Elizabeth R. Holbrook................................................... 31,538 .3
Theodore A. Barten...................................................... 21,781 .3
All executive officers and directors as a group......................... 2,084,406 24.0
Other 5% or more shareholders(6)........................................ 571,583 6.6
</TABLE>
- ------------
(1) Includes 116,989 Shares held by the trustee of the Registrant's Retirement
Savings Plan for accounts of participants, including 3,372 Shares held for
the benefit of Ms. Creel; 2,328 Shares held for the benefit of Mr. Early;
1,865 Shares held for the benefit of Mr. Colonna; and 138 Shares held for
the benefit of Dr. Holbrook.
(2) Includes 14,460 Shares which may be purchased by Mr. Applequist, 11,344
Shares by Mr. Clark, 3,108 shares by Mr. Guilford, 11,066 Shares by Mr.
Heckmann, 3,108 Shares by Mr. Johnson, 5,441 shares by Mr. Lawrence and
5,441 Shares by Ms. Robinson, within 60 days of November 25, 1995 upon
exercise of outstanding stock options pursuant to the Director Option Plan.
(3) Includes 30,000 Shares which may be purchased by Ms. Creel, 31,500 Shares
which may be purchased by Mr. Early, 2,000 Shares which may be purchased by
Dr. Holbrook, 11,500 Shares which may be purchased by Mr. Colonna, and
16,474 Shares which may be purchased by Mr. Barten within 60 days after
November 25, 1995 upon exercise of outstanding stock options pursuant to the
1987 Stock Plan.
(4) These Shares are held of record by Prudential Venture Partners II. Ms.
Robinson is a Vice President of Prudential Equity Investors, Inc., the
general partner of Prudential Venture Partners II. Ms. Robinson disclaims
beneficial ownership of these shares.
(5) These shares are held of record by Lawrence, Tyrrell, Ortale & Smith, a
venture capital firm. Lawrence Venture Partners, of which Mr. Lawrence is
the managing general partner, is the general partner of Lawrence, Tyrrell,
Ortale & Smith. Mr. Lawrence disclaims any beneficial ownership of these
shares.
(6) These Shares are held by Atlantic Venture Partners, 300 Knollwood Street,
Suite 600, Winston Salem, North Carolina, 27103.
(7) Includes 32,000 Shares gifted to family members as to which Mr. Johnson
disclaims beneficial ownership.
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Ward W. Johnson loaned Environmental Technology of North America, Inc.,
a wholly-owned subsidiary of HazWaste, $140,000, which is evidenced by a
promissory note, dated September 15, 1992. The proceeds of the loan were used to
purchase certain heavy construction equipment and the loan is secured by such
equipment. The promissory note bears interest at the rate of 12% per annum and
is payable in thirty-six monthly installments.
<PAGE>
Part IV
Item 14. Exhibits, Financial Statements Schedules, and Reports on
Form 8-K.
The following exhibits are filed as part of this report:
Exhibit
Number Description
------ -----------
2.3 Agreement and Plan of Merger, dated as of
December 8, 1995, among Tyco International
Ltd., T1 Acquisition Corp. and The Earth
Technology Corporation (USA). (1)
99.1 Schedule I to the Offer to Purchase, dated
December 13, 1995. (2)
99.2 Pages 121 through 122 of the 1995 Proxy
Statement relating to executive employment
agreements. (1)
99.3 Pages 126 through 131 of the 1995 Proxy
Statement relating to The Earth Technology
Corporation (USA) 1987 Stock Plan. (1)
99.4 Pages 132 through 134 of the 1995 Proxy
Statement relating to The Earth Technology
Corporation (USA) 1991 Director Option Plan. (1)
________________________
(1) Previously filed with the Securities and Exchange Commission as an exhibit
to Registrant's Solicitation/Recommendation Statement on Schedule 14D-9
(File No. 005 - 39371) and incorporated herein by reference.
(2) Previously filed with the Securities and Exchange Commission as an
exhibit to Tyco International Ltd. and T1 Acquisition Corp.'s Tender Offer
Statement on Schedule 14D-1 (File No. 005-39371) and incorporated herein by
reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: December 20, 1995 THE EARTH TECHNOLOGY
CORPORATION (USA)
By /s/ DIANE C. CREEL
__________________________
Diane C. Creel, Chairwoman,
Chief Executive Officer
and President
2
