NSC CORP
8-K, 1998-03-19
HAZARDOUS WASTE MANAGEMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         Date of report: March 6, 1998
                       (Date of earliest event reported)



                                 NSC CORPORATION
                  (Exact Name of Registrant as Specified in Charter)



      DELAWARE                      018597                  31-1295113
(State or other Jurisdiction      (Commission              (IRS Employer
     of Incorporation)            file number)        Identification Number)


   49 DANTON DRIVE, METHUEN, MA                             01844
(Address of Principal Executive Offices)                 (ZIP code)


                                  978-557-7300
               Registrant's telephone number, including area code



                                       N/A
        (Former Name or Former Address, if Changed Since Last Report)


                                  Page 1 of 3

<PAGE>


Item 1.   Change in Control of Registrants

On   March  6,  1998,    OHM  Corporation    "OHM")   completed  its  previously
announced  special  pro  rata  distribution  ("Special   Distribution")  to  its
shareholders  of  all  the  shares  of  Common  Stock  of NSC  Corporation  (the
"Company") that were held by OHM. The Company believes that a wholly  subsidiary
of  Rust   International,   Inc.  ("Rust   International")   was  the  owner  of
approximately 35% of the outstanding OHM Common Stock on the record date for the
Special  Distribution  and that Rust Industrial  Services,  Inc., a wholly-owned
subsidiary  of Rust  International  is the  owner  of  approximately  41% of the
outstanding   Common  Stock  of  the  Company.   As  a  result  of  the  Special
Distribution,  the Company believes that Rust  International  and its affiliates
beneficially  own  approximately  54% of the  outstanding  Common  Stock  of the
Company.

                                  Page 2 of 3
<PAGE>

                                   SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Exchange  Act  of 1934, the
registrant  has  duly  caused   this  report  to  be signed on its behalf by the
undersigned duly authorized.


                                          NSC CORPORATION


Date:  March 19, 1998               By:   /s/  Efstathios A. Kouninis
                                    ------------------------------
                                    Efstathios A. Kouninis,
                                    Vice President, Finance, Treasurer
                                    Corporate Controller and Secretary




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