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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. 4)*
NSC Corporation
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(Name of Issuer)
Common Stock $.01 par value per share
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(Title of Class of Securities)
00062938T1
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(CUSIP Number)
Gregory T. Sangalis, Senior Vice President,
General Counsel and Secretary
Waste Management, Inc.
First City Tower
1001 Fannin Street, Suite 4000
Houston, Texas 77002
(713) 512-6200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 12, 1999
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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
schedule because of (S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
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Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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).
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CUSIP No. 00062938T1 PAGE 2 OF 23 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Waste Management, Inc.
IRS Identification No. 73-1309529
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 Not Applicable (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 Not Applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
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SOLE VOTING POWER
7
NUMBER OF 5,380,670
SHARES ------------------------
SHARED VOTING POWER
BENEFICIALLY
8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 5,380,670
PERSON ------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11 5,380,670
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
12 [_]
Not Applicable
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 54%
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TYPE OF REPORTING PERSON*
14 CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 4 relates to the Statement on Schedule 13D, as amended
by Amendments No. 1, 2 and 3 (the "Original Schedule 13D"), filed by Waste
Management Holdings, Inc. (formerly named Waste Management, Inc.) ("WMX"),
Chemical Waste Management, Inc. ("CWM"), Wheelabrator Technologies Inc. ("WTI"),
Rust International Inc. ("Rust International"), Rust Industrial Services Inc.
("Rust Services") and Rust Remedial Services Holding Company Inc. ("Remedial
Services"), with respect to the common stock, $.01 par value (the "Common
Stock"), of NSC Corporation (the "Issuer"). This Amendment supplements and
amends the Original Schedule 13D and should be read in conjunction therewith.
Capitalized terms used but not otherwise defined herein have the meanings
ascribed them in the Original Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b), (c): This Amendment is being filed on behalf of Waste Management,
Inc. ("Waste Management"), a Delaware corporation (formerly named USA Waste
Services, Inc.) that on July 16, 1998 became the parent of WMX, and the other
reporting persons that have previously filed the Original Schedule 13D.
Waste Management is engaged in providing waste management services on a
global basis. The principal executive offices of Waste Management and the other
reporting persons are located at 1001 Fannin Street, Suite 4000, Houston Texas
77002. The name, business address and present principal occupation of each of
the directors and executive officers of the reporting persons are set forth in
Appendix I which is attached hereto and incorporated herein by reference.
(d), (e): None of the reporting persons nor, to the best of their
knowledge, any director or executive officer of any of them listed on Appendix I
hereto, has been, during the last five years (1) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (2) a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as 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
violation with respect to such laws.
(f): Each director and executive officer of the reporting persons listed in
Appendix I hereto is a citizen of the United States.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to an Agreement and Plan of Merger dated as of February 12, 1999
(the "Merger Agreement") by and among NSC Holdings, Inc. ("Holdings"), NSC
Acquisition, Inc. ("Merger Sub"), Waste Management and the Issuer, Merger Sub
will be merged with and into the Issuer (the "Transaction"). At the effective
time of the Transaction, each issued and outstanding share of Common Stock
(other than any treasury shares, which will be canceled) will be converted into
the right to receive $1.12 cash. As a condition precedent to the Transaction,
Waste Management will, pursuant to the Merger Agreement, cause its
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affiliates to (1) surrender 996,420 shares of Common Stock to the Issuer in
exchange for a $1,115,990 subordinated note from the Issuer bearing interest at
11.0% per annum and having a maturity of December 31, 2003, and (2) transfer
certain assets of Olshan Demolishing Company, Inc. to a wholly-owned affiliate
of the Issuer and surrender a $4,520,000 non-interest bearing note to the
Issuer, in exchange for a $2,400,000 subordinated note from the Issuer bearing
interest at 12.5% per annum and having a maturity of December 31, 2005.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b): Because of its ownership of 100% of the outstanding shares of the
common stock of WMX, Waste Management may be deemed to be the beneficial owner
of, and to have shared voting and investment power over, an aggregate of
5,380,670 shares of Common Stock (consisting of 1,370,670 shares held by
Remedial Services and 4,010,000 shares held by Rust Services), representing
approximately 54% of the outstanding shares of Common Stock. Except as provided
in the Merger Agreement (see Item 4) and the Voting Agreement (see Item 6),
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 or between such persons and any
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any securities of the Issuer, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies. To the
knowledge of the reporting persons, none of the directors or executive officers
listed on Appendix I hereto beneficially owns any shares of Common Stock.
(c): Except as otherwise described herein, none of Remedial Services, Rust
Services, Rust International, CWM, WTI, WMX or Waste Management, nor, to the
best of their knowledge, any director or executive officer listed on Appendix I
hereto, has engaged in any transaction in the Common Stock during the past 60
days.
(d): Subject to the Merger Agreement (see Item 4), Remedial Services and
Rust Services have the exclusive right to receive dividends from, or the
proceeds from the sale of, all of the shares of Common Stock which they hold,
respectively.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to a Voting Agreement dated as of February 12, 1999 between
Holdings and Waste Management, Waste Management has agreed to cause its
affiliates to vote the shares of Common Stock they own in favor of the
Transaction at any meeting of the Issuer's stockholders during the term of the
Voting Agreement. As a result, Waste Management expects the Transaction to be
approved and thereby to dispose of its entire beneficial interest in the Common
Stock.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 -- Agreement and Plan of Merger dated as of February 12, 1999 by
and among NSC Holdings, Inc., NSC Acquisition, Inc., Waste Management, Inc. and
NSC Corporation.
Exhibit 2 -- Voting Agreement dated as of February 12, 1999 by and between
NSC Holdings, Inc. and Waste Management, Inc.
Exhibit 3 -- Agreement dated as of February 12, 1999 by Waste Management,
Inc. regarding the filing of this Amendment.
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APPENDIX I
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Set forth below are the names and present principal occupations of each
director and executive officer of Waste Management. Except as otherwise set
forth below, the business address of each of the persons listed is the same as
that set forth in Item 2 for Waste Management.
<TABLE>
<CAPTION>
Name and Position with Waste Management and
Business Address Present Principal Occupation
---------------- ----------------------------
<S> <C>
H. Jesse Arnelle Director; Of Counsel to Womble, Carlyle,
BB&T Financial Center Sandridge and Rice, a law firm
200 West Second Street
Winston-Salem, North Carolina 27101
Pastora San Juan Cafferty Director; Professor, The University of
The School of Social Services Chicago
Administration
969 East 60th Street
Chicago, Illinois 60637
Donald R. Chappel Senior Vice President,
Operations/Administration
Ralph F. Cox Director; Management Consultant
RABAR Enterprises
4615 Post Oak Place
Suite 140
Houston, Texas 77027
Robert P. Damico Senior Vice President, Midwest Area
Earl E. DeFrates Executive Vice President and Chief
Financial Officer
John E. Drury Director; Chief Executive Officer
Richard J. Heckmann Director; Chairman, President and Chief
40-004 Cook Street Executive Officer of United States Filter
Palm Desert, CA 92211 Corporation
Roderick M. Hills Director; President, Hills Enterprises,
1200 19th Street, N.W. Ltd., a consulting firm
Washington, D.C. 20036
David R. Hopkins Senior Vice President, International
Operations
Ronald H. Jones Vice President and Treasurer
</TABLE>
<PAGE>
Richard D. Kinder Director; Chairman and Chief Executive
1301 McKinney, Suite 3450 Officer of Kinder Morgan Energy Partners,
Box 67 L.P.
Houston, TX 77010
Miller J. Mathews, Jr. Senior Vice President, Southern Area
Robert S. Miller Director; Chairman of the Board
3003 Butterfield Road
Oak Brook, IL 60523-1100
Paul M. Montrone Director; Chairman of the Board,
Liberty Lane President and Chief Executive Officer
Hampton, New Hampshire 03842 of Fisher Scientific International Inc.
Susan J. Piller Senior Vice President, Employee Relations
John C. Pope Director; Chairman of the Board, Motive
818 South Ridge Road Power Industries, Inc.
Lake Forest, Illinois 60045
Rodney R. Proto Director; President and Chief Operating
Officer
Steven G. Rothmeier Director; Chairman and Chief Executive
332 Minnesota Street Officer of Great Northern Capital, a
St. Paul, Minnesota 55101 private investment management,
consulting and merchant banking firm
William A. Rothrock Senior Vice President, Business
Development
Gregory J. Sangalis Senior Vice President, General Counsel
and Secretary
Robert G. Simpson Vice President, Taxation
Douglas G. Sobey Senior Vice President, Western Area
Bruce E. Snyder Vice President and Chief Accounting
Officer
David Sutherland-Yoest Senior Vice President, Atlantic Area
Ralph V. Whitworth Director, Principal and Managing Partner
4330 LaJolla Village Drive of Relational Investors, L.P.
Suite 220
San Diego, CA 92122
Charles A. Wilcox Senior Vice President, Eastern Area
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Jerome B. York Director; Vice Chairman of Tracinda
150 S. Rodeo Drive Corporation
Suite 250
Beverly Hills, CA 90212
<PAGE>
Set forth below are the names and present principal occupations of each
director and executive officer of WMX. Except as otherwise set forth below, the
business address of each of the persons listed is the same as that set forth in
Item 2 for WMX.
<TABLE>
<CAPTION>
Name and Position with WMX and
Business Address Present Principal Occupation
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<S> <C>
Donald R. Chappel President; Senior Vice President,
Operations/Administration of Waste
Management
Earl E. DeFrates Executive Vice President and Chief
Financial Officer; Executive Vice President
and Chief Financial Officer of Waste
Management
Ronald H. Jones Vice President and Treasurer; Vice
President and Treasurer of Waste
Management
Gregory T. Sangalis Director and Senior Vice President and
Secretary; Senior Vice President and
Secretary of Waste Management
Bruce E. Snyder Vice President and Chief Accounting
Officer; Vice President and Chief
Accounting Officer of Waste Management
</TABLE>
<PAGE>
Set forth below are the names and present principal occupations of each
director and executive officer of CWM. Except as otherwise set forth below, the
business address of each of the persons listed is the same as that set forth in
Item 2 for CWM.
<TABLE>
<CAPTION>
Name and Position with CWM and
Business Address Present Principal Occupation
---------------- ----------------------------
<S> <C>
Donald R. Chappel President; Senior Vice President,
Operations/Administration of Waste
Management
Earl E. DeFrates Executive Vice President and Chief
Financial Officer; Executive Vice President
and Chief Financial Officer of Waste
Management
Ronald H. Jones Vice President and Treasurer; Vice
President and Treasurer of Waste
Management
Gregory T. Sangalis Director and Senior Vice President and
Secretary; Senior Vice President and
Secretary of Waste Management
Bruce E. Snyder Vice President and Chief Accounting
Officer; Vice President and Chief Accounting
Officer of Waste Management
</TABLE>
<PAGE>
Set forth below are the names and present principal occupations of each
director and executive officer of WTI. Except as otherwise set forth below, the
business address of each of the persons listed is the same as that set forth in
Item 2 for WTI.
<TABLE>
<CAPTION>
Name and Position with WTI and
Business Address Present Principal Occupation
---------------- ----------------------------
<S> <C>
Donald R. Chappel Executive Vice President; Senior Vice
President, Operations/Administration of
Waste Management
Earl E. DeFrates Executive Vice President and Chief
Financial Officer; Executive Vice President
and Chief Financial Officer of Waste
Management
Ronald H. Jones Vice President and Treasurer; Vice
President and Treasurer of Waste
Management
John M. Kehoe, Jr. President
4 Liberty Lane West
Hampton, New Hampshire 03842
Gregory T. Sangalis Director and Senior Vice President and
Secretary; Senior Vice President and
Secretary of Waste Management
Bruce E. Snyder Vice President and Chief Accounting
Officer; Vice President and Chief Accounting
Officer of Waste Management
</TABLE>
<PAGE>
Set forth below are the names and present principal occupations of each
director and executive officer of Rust International. Except as otherwise set
forth below, the business address of each of the persons listed is the same as
that set forth in Item 2 for Rust International.
<TABLE>
<CAPTION>
Name and Position with Rust International and
Business Address Present Principal Occupation
---------------- ------------------------------------
<S> <C>
Donald R. Chappel President; Senior Vice President,
Operations/Administration of Waste
Management
Earl E. DeFrates Executive Vice President and Chief
Financial Officer; Executive Vice President
and Chief Financial Officer of Waste
Management
Ronald H. Jones Vice President and Treasurer; Vice
President and Treasurer of Waste
Management
Gregory T. Sangalis Director and Senior Vice President and
Secretary; Senior Vice President and
Secretary of Waste Management
Bruce E. Snyder Vice President and Chief Accounting
Officer; Vice President and Chief Accounting
Officer of Waste Management
</TABLE>
<PAGE>
Set forth below are the names and present principal occupations of each
director and executive officer of Rust Services. Except as otherwise set forth
below, the business address of each of the persons listed is the same as that
set forth in Item 2 for Rust Services.
<TABLE>
<CAPTION>
Name and Position with Rust Services and
Business Address Present Principal Occupation
---------------- -------------------------------
<S> <C>
Donald R. Chappel President; Senior Vice President,
Operations/Administration of Waste
Management
Earl E. DeFrates Executive Vice President and Chief
Financial Officer; Executive Vice President
and Chief Financial Officer of Waste
Management
Ronald H. Jones Vice President and Treasurer; Vice
President and Treasurer of Waste
Management
Gregory T. Sangalis Director and Senior Vice President and
Secretary; Senior Vice President and
Secretary of Waste Management
Bruce E. Snyder Vice President and Chief Accounting
Officer; Vice President and Chief Accounting
Officer of Waste Management
</TABLE>
<PAGE>
Set forth below are the names and present principal occupations of each
director and executive officer of Remedial Services. Except as otherwise set
forth below, the business address of each of the persons listed is the same as
that set forth in Item 2 for Remedial Services.
<TABLE>
<CAPTION>
Name and Position with Remedial Services and
Business Address Present Principal Occupation
---------------- -----------------------------------
<S> <C>
Donald R. Chappel President; Senior Vice President,
Operations/Administration of Waste
Management
Earl E. DeFrates Executive Vice President and Chief
Financial Officer; Executive Vice President
and Chief Financial Officer of Waste
Management
Ronald H. Jones Vice President and Treasurer; Vice
President and Treasurer of Waste
Management
Gregory T. Sangalis Director and Senior Vice President and
Secretary; Senior Vice President and
Secretary of Waste Management
Bruce E. Snyder Vice President and Chief Accounting
Officer; Vice President and Chief Accounting
Officer of Waste Management
</TABLE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, Waste
Management, Inc. certifies that the information set forth in this Amendment is
true, complete and correct.
WASTE MANAGEMENT, INC.
By: /s/ Gregory T. Sangalis
------------------------
Gregory T. Sangalis
Senior Vice President and Secretary
Dated: February 12, 1999
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, Waste
Management Holdings, Inc. certifies that the information set forth in this
Amendment is true, complete and correct.
WASTE MANAGEMENT HOLDINGS, INC.
By: /s/ Gregory T. Sangalis
------------------------
Gregory T. Sangalis
Senior Vice President and Secretary
Dated: February 12, 1999
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
Wheelabrator Technologies Inc. certifies that the information set forth in this
Amendment is true, complete and correct.
WHEELABRATOR TECHNOLOGIES INC.
By: /s/ Gregory T. Sangalis
------------------------
Gregory T. Sangalis
Senior Vice President and Secretary
Dated: February 12, 1999
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
Chemical Waste Management, Inc. certifies that the information set forth in this
Amendment is true, complete and correct.
CHEMICAL WASTE MANAGEMENT, INC.
By: /s/ Gregory T. Sangalis
------------------------
Gregory T. Sangalis
Senior Vice President and Secretary
Dated: February 12, 1999
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, Rust
International Inc. certifies that the information set forth in this Amendment is
true, complete and correct.
RUST INTERNATIONAL INC.
By: /s/ Gregory T. Sangalis
------------------------
Gregory T. Sangalis
Senior Vice President and Secretary
Dated: February 12, 1999
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, Rust
Industrial Services Inc. certifies that the information set forth in this
Amendment is true, complete and correct.
RUST INDUSTRIAL SERVICES INC.
By: /s/ Gregory T. Sangalis
------------------------
Gregory T. Sangalis
Senior Vice President and Secretary
Dated: February 12, 1999
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, Rust
Remedial Services Holding Company Inc. certifies that the information set forth
in this Amendment is true, complete and correct.
RUST REMEDIAL SERVICES HOLDING COMPANY INC.
By: /s/ Gregory T. Sangalis
------------------------
Gregory T. Sangalis
Senior Vice President and Secretary
Dated: February 12, 1999
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 1 Agreement and Plan of Merger dated as of February 12, 1999 by and
among NSC Holdings, Inc., NSC Acquisition, Inc., Waste
Management, Inc. and NSC Corporation (incorporated by reference
to exhibit 99.1 to the Report on Form 8-K dated as of February
12, 1999 filed by NSC Corporation (Exchange Act File No.
018597)).
Exhibit 2 Voting Agreement dated as of February 12, 1999 by and between NSC
Holdings, Inc. and Waste Management, Inc. (incorporated by
reference to exhibit 99.2 to the Report on Form 8-K dated as of
February 12, 1999 filed by NSC Corporation (Exchange Act File
No. 018597)).
Exhibit 3 Agreement dated as of February 12, 1999 by Waste Management, Inc.
regarding the filing of one or more amendments to the Statement
on Schedule 13D.
<PAGE>
Exhibit 3
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The undersigned reporting person hereby agrees that the Amendment to the
Statement on Schedule 13D to which this agreement is attached (together with all
future amendments thereto) is filed on its behalf as well as each of the other
reporting persons identified in the Agreement dated May 13, 1993 filed as
Exhibit 3 to the Original Schedule 13D referred to in said Amendment, in which
the undersigned reporting person hereby joins, pursuant to Rule 13d-1(k)(i).
Dated: February 12, 1999
WASTE MANAGEMENT, INC.
By /s/ Gregory T. Sangalis
--------------------------
Gregory T. Sangalis
Senior Vice President and Secretary
