UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
THE EARTH TECHNOLOGY CORPORATION (USA)
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE PER SHARE
(Title of Class of Securities)
270315104
(CUSIP NUMBER)
Charles S. Alpert, Esq., Corporate Counsel, 100 West Broadway, Suite 5000,
Long Beach, CA 90802
(310) 495-4449
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 5, 1996
(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 schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
(Cover Page -- Part II)
CUSIP NO. 270315104
1) Name of Reporting Person/S.S. or I.R.S. Identification No. of
Above Person
James C. Wheat, III
2) Check the Appropriate Box if a Member of a Group*
(a)
(b) XX
3) SEC Use Only
4) Source of Funds*
00
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e)
[ ] N/A
6) Citizenship or Place of Organization:
United States of America
Number of Shares 7) Sole Voting Power:
Beneficially Owned 344,148
By Each Reporting ____________________________________
Person With 8) Shared Voting Power:
52,480
____________________________________
9) Sole Dispositive Power:
344,148
____________________________________
10) Shared Dispositive Power:
52,480
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
396,628
12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[XX]
13) Percent of Class Represented by Amount in Row (11):
4.5%
14) Type of Reporting Person*: IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
for
JAMES C. WHEAT, III
AMENDMENT NO. 2
The Statement on Schedule 13D dated February 23, 1995, relating to the
Common Stock, par value $0.10 per share (the "Shares"), of The Earth Technology
Corporation (USA) (the "Issuer"), filed by James C. Wheat, III, with the
Securities and Exchange Commission on March 6, 1995, and amended by Amendment
No. 1 thereto filed with the Commission on July 26, 1995, is hereby amended and
supplemented as set forth below.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, par value $.10
per share (the "Shares"), of The Earth Technology Corporation
(USA) (the "Issuer"), Diane C. Creel, Chairwoman, President
and Chief Executive Officer, 100 West Broadway, Suite 5000,
Long Beach, California 90802.
ITEM 2. IDENTITY AND BACKGROUND
James C. Wheat, III
(a) James C. Wheat, III (the "Reporting Person")
(b) 901 East Byrd Street, 13th Floor, Riverfront Plaza,
Richmond, Virginia 23219.
(c) The Reporting Person's occupation is venture capital
investment.
(d) During the past five years, the Reporting Person has not
been convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors.
(e) During the past five years, the Reporting Person has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and has not
been 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
violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
<PAGE>
Merger Acquisition of HazWaste Industries Incorporated by the Issuer
The Shares reported herein were acquired by the Reporting
Person pursuant to the consummation of the acquisition of
Hazwaste Industries Incorporated, a Virginia Corporation
("HazWaste") by the Issuer. The acquisition transaction was
effected pursuant to an Agreement and Plan of Merger, dated as
of October 24, 1994, as amended by Amendment No. 1, dated
December 23, 1994 (the "Merger Agreement") which provided for
the merger (the "Merger") of ET-Sub II, Inc. a wholly-owned
subsidiary of the Issuer, with and into HazWaste, pursuant to
which HazWaste became an wholly-owned subsidiary of the Issuer
and holders of shares of common stock, par value $.10 per
share, of HazWaste received an aggregate of 2,741,000 Shares
of the Issuer. The Merger was consummated by the parties on
February 23, 1995.
For the purposes of calculating the Reporting Person's
"percentage of class" in Item 13 of the cover page and in Item
5 of this Schedule 13D, the Reporting Person has utilized
Share information contained in the Issuer's Quarterly Report
on Form 10-Q for the period ended November 24, 1995. Such Form
10-Q reports 8,775,077 total Shares outstanding.
James C. Wheat, III
Immediately prior to the Merger, the Reporting Person
beneficially held 528,250 shares of the common stock of
HazWaste. Such shares of the common stock of Hazwaste
constituted the consideration for the acquisition of the
Shares of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
Merger
See the description of the Merger in Item 3.
Registration Rights Agreement
Pursuant to the Merger Agreement, the Issuer entered into a
Registration Rights Agreement with certain HazWaste
shareholders (the "HazWaste Holders of Registrable
Securities") -- including the Reporting Person -who were
deemed affiliates of HazWaste and accordingly now hold Shares
of the Issuer which are deemed control shares under federal
securities law. The Registration Rights Agreement gives the
HazWaste Holders of Registrable Securities the right to demand
that the Issuer register their Shares of the Issuer received
in the Merger on up to three occasions, at any time after June
1, 1995, so long as such demand represents at least ten
percent (10%) of all such registrable securities.
<PAGE>
In addition, in the event that the Issuer proposes to file a
registration statement with respect to any of the Issuer's
securities, other than as the result of a Merger or for
employee benefit plans, the HazWaste Holders of Registrable
Securities have the right to require the Issuer to register
their Shares in connection therewith; provided, however, that
this right may be limited or cancelled if, in the case of an
underwritten offering, the managing underwriter determines
that the inclusion of such Shares would adversely affect the
success of such offering. With respect to each registration
statement filed by the Issuer pursuant to the Registration
Rights Agreement, the Issuer will pay all expenses in
connection therewith. The Registration Rights Agreement is
incorporated herein as Exhibit A.
The Reporting Person
There are no plans or proposals which the Reporting Person may
have which relate to or would result in:
(a) The acquisition or disposition of securities of the Issuer
except as otherwise disclosed herein;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries;
(c) The sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or management
of the Issuer, including any plans or proposals that change
the number or term of the directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition or control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
<PAGE>
(i) A class of equity securities of the Issuer becoming eligible for
termination pursuant to Section 12(g)(4) of the Securities and
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Reporting Person
(a) The aggregate number and percentage of the class of securities
identified pursuant to Item 1 beneficially owned by the Reporting
Person are 396,628 Shares and 4.5%, respectively. (See Item 3 for
the assumptions upon which these numbers are based.) Such
beneficial ownership is broken down as follows:
(i) 4,826 Shares held by the Reporting Person in James C. Wheat,
III, IRA;
(ii) 1,508 Shares held by the Reporting Person under Power of
Attorney from Adair D. Wheat;
(iii) 2,966 Shares held by the Reporting Person under Power of
Attorney from Wiley H. Wheat;
(iv) 20,359 Shares held by the Reporting Person and John K. Burke,
Jr., as Co-Trustees for the Trust of Elizabeth Parker Wheat;
(v) 20,359 Shares held by the Reporting Person and Allen B.
Rider as Co-Trustees for the Trust of Ella Remy Wheat;
(vi) 201,080 Shares held by the Reporting Person as Substitute
Trustee under the will of James Clifton Wheat;
(vii) 100,539 Shares held by the Reporting Person as Substitute
Trustee under the will of Emma C. Wheat;
(viii) 12,567 Shares held by the Reporting Person as Substitute Trustee
for the Estate of James C. Wheat;
(ix) 25,135 Shares held by the Reporting Person as Substitute
Trustee for the Estate of Emma C. Wheat; and
(x) 7,289 Shares held by the Reporting Person and Lawrence B. Cann,
III, as Co-Trustees for the Susannah Wiley Wheat Trust.
<PAGE>
(b) The Reporting Person possesses the sole power to vote and dispose of
344,148 of the Shares Beneficially owned by him. With respect to the
remaining 52,480 Shares beneficially owned by the Reporting Person,
the Reporting Person shares the power to vote and dispose of such
Shares as follows:
(i) (1) The Reporting Person shares under power of attorney,
the power to vote and dispose of 1,508 Shares with Adair
D. Wheat, the Reporting Person's wife.
(2) The information required concerning Adair D. Wheat by Item 2
follows:
(a) Adair D. Wheat ("Mrs. Wheat").
(b) 210 South Mooreland Road, Richmond, Virginia
23229.
(c) Mrs. Wheat's principal occupation is part-time
with Children's Wear Digest.
(d) During the past five years, Mrs. Wheat has not
been convicted in a criminal proceeding,
excluding traffic violations or similar
misdemeanors.
(e) During the past five years, Mrs. Wheat has not
been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
and has not been 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. (f)
Mrs. Wheat is a citizen of the United States of
America.
(ii) (1) The Reporting Person shares, under Power of Attorney, the
power to vote and dispose of 2,965 of such Shares with
Wiley H. Wheat, the Reporting Person's mother.
(2) The information required concerning Wiley H. Wheat by Item
2 follows:
(a) Wiley H. Wheat ("Mrs. Wiley Wheat").
(b) Route 17, Box 247. Caret, Virginia 22436.
(c) Mrs. Wiley Wheat's principal occupation is as a
housewife.
(d) During the past five years, Mrs. Wiley Wheat has
not been convicted in a criminal proceeding,
excluding traffic violations or similar
misdemeanors.
<PAGE>
(e) During the past five years, Mrs. Wiley Wheat has
not been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction and has not been 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.
(f) Mrs. Wiley Wheat is a citizen of the United
States of America.
(iii) (1) The Reporting Person and Allen B. Rider share,
as CoTrustees for the Trust of Ella Remy Wheat,
the power to vote and dispose of 20,359 of such
Shares.
(2) The information required concerning Allen B.
Rider by Item 2 follows:
(a) Allen B. Rider ("Mr. Rider").
(b) 901 East Byrd Street, 13th Floor, Riverfront
Plaza, Richmond, Virginia 23219.
(c) Mr. Rider's principal occupation is venture
capital investment.
(d) During the past five years, Mr. Rider has not
been convicted in a criminal proceeding,
excluding traffic violations or similar
misdemeanors.
(e) During the past five years, Mr. Rider has not
been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
and has not been 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.
(f) Mr. Rider is a citizen of the United States of
America.
(iv) (1) The Reporting Person and John K. Burke, Jr., share,
as CoTrustees for the Trust of Elizabeth Parker
Wheat, the power to vote and dispose of 20,359 of such
Shares.
(2) The information required concerning John K. Burke, Jr.,
by Item 2 follows:
(a) John K. Burke, Jr. ("Mr. Burke").
<PAGE>
(b) 1111 East Main Street, 20th Floor, Richmond,
Virginia 23219.
(c) Mr. Burke is a partner with the law firm of Mays
& Valentine.
(d) During the past five years, Mr. Burke has not
been convicted in a criminal proceeding,
excluding traffic violations or similar
misdemeanors.
(e) During the past five years, Mr. Burke has not
been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
and has not been 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.
(f) Mr. Burke is a citizen of the United States of
America.
(v) (1) The Reporting Person and Lawrence B.Cann, III,
share as Co-Trustee for the Trust of Susannah Wiley
Wheat, the power to vote and dispose of 7,289 of such
Shares.
(2) The information required concerning Lawrence B. Cann,
III, by Item 2 follows:
(a) Lawrence B. Cann, III ("Mr. Cann").
(b) 707 East Main Street, 11th Floor, Richmond,
Virginia 23219.
(c) Mr. Cann is a shareholder with the law firm
LeClair, Ryan, Joynes, Epps & Framme.
(d) During the past five years, Mr. Cann has not been
convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors.
(e) During the past five years, Mr. Cann has not been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
has not been 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.
(f) Mr. Cann is a citizen of the United States.
(c) During the past sixty days, the Reporting Person has disposed of a
total of 134,471 Shares as follows:
<PAGE>
(i) On December 12, 1995, the Reporting Person
sold 11,000 Shares through a Richmond,
Virginia based broker by a trade on the
Nasdaq National Market at a price of $7.812
per Share.
(ii) On December 13, 1995, the Reporting Person
sold 39,000 Shares through a Richmond,
Virginia based broker by a trade on the
Nasdaq National Market at a price of $7.812
per Share.
(iii) On December 22, 1995, the Reporting Person
gifted 14,450 Shares to various charitable
or non-profit organizations by a transfer in
his account with a Richmond, Virginia based
broker. On the date of the transfer of such
Shares, the average of the high and low
prices per Share on the Nasdaq National
Market was $7.875.
(iv) On December 27, 1995, the Reporting Person
gifted 250 Shares to a charitable
organization by a transfer through his
account with a Richmond, Virginia based
broker. On the date of the transfer of such
Shares, the average of the high and low
prices per Share on the Nasdaq National
Market was $7.875.
(v) On December 29, 1995, the Reporting Person
gifted 250 Shares to a charitable
organization by transfer through his account
with a Richmond, Virginia based broker. On
the date of the transfer of such Shares, the
average of the high and low prices per Share
on the Nasdaq National Market was $7.875.
(vi) On January 5, 1996, the Reporting Person
sold 69,521 Shares through a Richmond,
Virginia based broker by a trade on the
Nasdaq National Market at a price of $7.859
per Share.
(d) At the direction of the Reporting Person, as Trustee or Co-Trustee,
beneficiaries of the trusts identified in Item 5(a) would have a right
to receive dividends from, and the proceeds of any disposition of, the
Shares held by the applicable trust. Additionally, Adair D. Wheat or
Wiley H. Wheat would have the right to receive the dividends from, and
the proceeds of any disposition of, the Shares held by the Reporting
Person under Powers of Attorney identified in Item 5(a) (iii) and
(iv), respectively.
(e) On January 5, 1996, the Reporting ceased to be the beneficial
holder of more than five percent (5%) of the Shares of the
Issuer.
DISCLAIMER OF BENEFICIAL OWNERSHIP
<PAGE>
The Reporting Person serves as a member of the Board of Directors of
The Nature Conservancy (Virginia Chapter: 1815 North Lynn Street, Arlington,
Virginia 22209), the Board of Trustees of the Cheasapeake Bay Foundation (162
Prince George Street, Annappolis, Maryland 21401), and the Board of Directors of
AmeriCares (161 Cherry Street, New Canaan, Connecticut 06840). As discussed in
subsection (c) above, in December of 1995 the Reporting Person gifted Shares to
various charitable or non-profit organizations, including the three
aforementioned organizations, as follows: AmeriCares--250 Shares, The Nature
Conservancy (Virginia Chapter)-Stewardship Foundation--700 Shares, and
Chesapeake Bay FoundationEducational Foundation--700 Shares. Pursuant to Rule
13d-4 of the Securities Exchange Act of 1934, as amended ( the "Exchange Act"),
the Reporting Person disclaims beneficial ownership for the purposes of
Regulation 13D under the Exchange Act, of the aforementioned Shares held
beneficially by The Nature Conservancy, the Chesapeake Bay Foundation and
AmeriCares, respectively, and any other Shares otherwise held by such
organizations. The Reporting Person declares that the filing of this statement
shall not be construed as an admission that he is, for the purposes of Section
13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities
described in this statement other than those Shares expressly set forth as being
beneficially owned by him.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
(a) Registration Rights Agreement
See Item 4 with respect to the Registration Rights Agreement.
(b) Relationships
See Item 5.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following item is filed as an exhibit to this statement:
Exhibit Index
Exhibit Description
A Registration Rights Agreement, incorporated by reference to
Exhibit A to the original Schedule 13D with respect to The
Earth Technology Corporation (USA) dated February 23, 1995,
filed by the Reporting Person with the Commission on March
6, 1995.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify, individually and in the capacities listed directly below, that the
information set forth in this statement is true, complete and correct.
Power of Attorney, Adair D. Wheat
Power of Attorney, Wiley H. Wheat
Co-Trustee for the Trust of Elisabeth
Parker Wheat
Co-Trustee for the Trust of Ella Remy
Wheat
Substitute Trustee under the will of
James Clifton Wheat
Subsitute Trustee under the will of
Emma C. Wheat
Substitute Trustee for the Estate of
James C. Wheat
Substitute Trustee for the Estate of
Emma C. Wheat
James C. Wheat, III, IRA
Co-Trustee for the Susannah Wiley
Wheat Trust
Date: 1/16/96 /s/ James C. Wheat, III
James C. Wheat, III
