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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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THE EARTH TECHNOLOGY CORPORATION (USA)
(Name of Subject Company)

THE EARTH TECHNOLOGY CORPORATION (USA)
(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)

270315-10-4
(CUSIP Number of Class of Securities)

CHARLES S. ALPERT, ESQ.
GENERAL COUNSEL
100 WEST BROADWAY, SUITE 5000
LONG BEACH, CALIFORNIA 90802
(310) 495-4449

(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
With a copy to:

Joseph J. Giunta
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000

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ITEM 1. SECURITY AND SUBJECT COMPANY.

The name of the subject company is The Earth Technology Corporation (USA), a
Delaware corporation (the "Company"), and the address of the principal executive
offices of the Company is 100 West Broadway, Suite 5000, Long Beach, California
90802-4443. The title of the class of equity securities to which this statement
relates is the common stock, par value $.10 per share, of the Company (the
"Shares").

ITEM 2. TENDER OFFER OF THE PURCHASER.

This statement relates to a tender offer by T1 Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Tyco
International Ltd. ("Tyco"), a Massachusetts corporation, disclosed in a Tender
Offer Statement on Schedule 14D-1 (the "Schedule 14D-1"), dated December 13,
1995, to purchase all outstanding Shares 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 Company. 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 Company (the "Merger"), with the Company being
the surviving entity (the "Surviving Corporation"). A copy of the Merger
Agreement is attached hereto as Exhibit 1 and incorporated herein by reference.

Based on the information in the Offer to Purchase, the principal executive
offices of the Purchaser and Tyco are located at One Tyco Park, Exeter, New
Hampshire 03833.

ITEM 3. IDENTITY AND BACKGROUND.

(a) The name and address of the Company, which is the person filing this
statement, are set forth in Item 1 above.

(b) Each material contract, agreement, arrangement and understanding and
actual or potential conflict of interest between the Company or its affiliates
and (i) its executive officers, directors or affiliates and (ii) the Purchaser,
its executive officers, directors or affiliates, is described in the attached
Schedule I or set forth below.

(i) EXECUTIVE OFFICERS, DIRECTORS OR AFFILIATES OF THE COMPANY.

Employment Agreements. The Company 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 Company'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 attached as Exhibit 5 hereto 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 Company.

Following the Merger, the Purchaser intends to provide certain additional or
substitute compensation arrangements for the executive officers and certain
other officers of the Company. The information set forth under the caption "The
Merger Agreement--Employment and Benefit Arrangements" and "--Certain
Arrangements" in Section 13 of the Offer to Purchase, a copy of which is being
mailed to stockholders of the Company together with this Schedule 14D-9, is
incorporated herein by reference.

Stock Option Plans. The Company has adopted a plan that provides for the
granting of non-qualified 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 attached as Exhibit 6 hereto and incorporated herein by reference.

The Company has also adopted a plan that provides for the granting of
non-qualified stock options to directors of the Company, 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 attached as Exhibit 7
hereto 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 Company 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 Company 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
information set forth under the caption "The Merger Agreement--Stock Options and
Warrants" in Section 13 of the Offer to Purchase, a copy of which is being
mailed to stockholders of the Company together with this Schedule 14D-9, is
incorporated herein by reference.

Certain Transactions. Certain transactions between the Company and certain
of its directors and officers are summarized under the caption "ELECTION OF
DIRECTORS--HazWaste Nominees" at pages 113 through 114 of the 1995 Proxy
Statement. A copy of the pertinent pages of the 1995 Proxy Statement is attached
as Exhibit 8 hereto and incorporated herein by reference.

Director Liability and Indemnification. Under the Delaware General
Corporation Law (the "DGCL"), a corporation has the power to indemnify any
director or officer against expenses, judgments, fines and settlements incurred
in a proceeding, other than an action by or in the right of the corporation, if
the person acted in good faith and in a manner that the person reasonably
believed to be in the best interests of the corporation or not opposed to the
best interests of the corporation, and, in the case of a criminal proceeding,
had no reason to believe the conduct of the person was unlawful. In the case of
an action by or in the right of the corporation, the corporation has the power
to indemnify any officer or director against expenses incurred in defending or
settling the action if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation; provided, however, that no indemnification may be made when a
person is adjudged liable to the corporation, unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
determines such person is fairly and reasonably entitled to indemnity for
expenses, and then such indemnification may be made only to the extent that such
court shall determine. The DGCL requires that to the extent an officer or
director of a corporation is successful on the merits or otherwise in defense of
any third-party or derivative proceeding, or in defense of any claim, issue or
matter therein, the corporation must indemnify the officer or director against
expenses incurred in connection therewith.

The Company's Certificate of Incorporation limits the personal liability of
a director to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that such provision does not
limit director monetary liability for: (i) breaches of the director's duty of
loyalty to the Company or its stockholders; (ii) acts or omissions not in good
faith or involving intentional misconduct or knowing violations of laws; (iii)
the payment of unlawful dividends or unlawful stock repurchases or redemptions;
or (iv) transactions in which the director received an improper personal
benefit.

The Company's Certificate of Incorporation and Bylaws provide that the
Company will, to the fullest extent permitted by Delaware law, indemnify all
persons whom it has the power to indemnify against all of the costs, expenses
and liabilities incurred by them by reason of having been officers or directors
of the Company, or any subsidiary of the Company or of any other corporation for
which such persons acted as officer or director at the request of the Company.

The Merger Agreement contains covenants that require the Surviving
Corporation from and after the effective time of the Merger (the "Effective
Time"), to indemnify the current officers and directors of the Company to the
full extent permitted by Delaware law, the Company's Certificate of
Incorporation and Bylaws as in effect from time to time for acts and omissions
occurring prior to the Effective Time and, subject to certain limitations, to
provide the current directors and officers an insurance and indemnification
policy that provides coverage for events occurring at or prior to the Effective
Time that is no less favorable than the existing policy for a period of not less
than six years after the Effective Time. The information set forth under the
caption "The Merger Agreement--Indemnification" in Section 13 of the Offer to
Purchase, a copy of which is being mailed to stockholders of the Company
together with this Schedule 14D-9, is incorporated herein by reference.

(ii) THE PURCHASER OR ITS EXECUTIVE OFFICERS, DIRECTORS OR
AFFILIATES.

The Merger Agreement. A summary of the terms of the Merger Agreement is set
forth in Section 13 of the Offer to Purchase, a copy of which is being mailed to
stockholders of the Company together with this Schedule 14D-9. The information
contained therein is incorporated herein by reference.

Confidentiality Agreement. On August 29, 1995, Tyco and the Company executed
a confidentiality agreement pursuant to which the Company agreed to furnish
certain information to Tyco and Tyco agreed to treat such information as
confidential and to use such information solely in connection with its
evaluation of a possible transaction with the Company. The term of the
confidentiality agreement is three years. A copy of the Confidentiality
Agreement is attached as Exhibit 9 hereto and incorporated herein by reference.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(A) RECOMMENDATION OF THE BOARD OF DIRECTORS.

Upon recommendation of the Finance Committee, the Board of Directors has
determined that the Offer and the Merger are fair to, and in the best interests
of, the Company and its stockholders, has approved the Merger Agreement, the
Offer and the Merger, and recommends that the Company's stockholders accept the
Offer and tender their Shares pursuant to the Offer.

(B) BACKGROUND; REASONS FOR THE RECOMMENDATION.

At various times during the past several years, the Board of Directors and
Management have examined the Company's competitive position and outlook and
considered various strategic alternatives with a view toward increasing
stockholder values. In addition, the Company has, from time to time, received
inquiries from entities seeking strategic partners, none of which, however,
proceeded to the level of serious negotiations.

In June, 1995 the Company held a strategic planning session with its
top-level managers. During this session, the managers identified and discussed
the challenges to future growth that, in their view, were the most important
factors to be addressed by the Company. Three issues emerged from this session
as strategically important to facilitate the future growth of the Company:
increased capital to support infrastructure and contract operations; reduced
leverage to support higher remediation bonding requirements; and increased
capital to support design, build, own and operate projects.

Management determined that the Company needed to act swiftly in order to
capitalize upon the "window of opportunity" presented by the growing
infrastructure and contract operations sector. To that end, on August 2, 1995,
Diane C. Creel, Chairwoman, Chief Executive Officer and President of the Company
and Creighton K. Early, Chief Financial Officer and Executive Vice President,
met with The Environmental Finance Consulting Group, Inc. ("EFCG") in New York
to discuss alternatives that might be available to the Company to meet its need
for additional capital. At the meeting, Ms. Creel and Mr. Early indicated a
receptiveness to exploring a variety of options, including the option of being
acquired by a larger company with greater financial resources.

On or about August 8, 1995, EFCG, which had advised Tyco from time to time
with respect to the environmental engineering and consulting industry,
approached Tyco concerning a possible acquisition of the Company. In response,
Tyco requested that EFCG contact the Company on behalf of Tyco to present Tyco's
potential interest in such a transaction. Following such contact, on August 18,
1995, a conference call was arranged including J. Brad McGee, Vice
President--Specialty Products of Tyco, Ms. Creel and Mr. Early to discuss the
Company and opportunities for Tyco in the Company's industry and to exchange
information about the Company and Tyco. On August 29, 1995, Tyco and the Company
executed a confidentiality agreement.

On September 20, 1995, Mr. McGee met with Ms. Creel, Mr. Early and William
Cretens, President of the Company's Operations Services subsidiary, to exchange
further information. During October 1995, executive officers and other
representatives of Tyco and the Company conducted a series of telephone
conversations and visits to the respective headquarters of Tyco and the Company
to analyze a potential acquisition of the Company by Tyco and explore possible
cost savings and synergies that could be achieved through such a business
combination.

On October 10, 1995, the Company engaged Alex. Brown & Sons Incorporated
("Alex. Brown") to provide financial advisory and investment banking services to
the Company. At that time, Ms. Creel informed representatives of Alex. Brown of
the Company's contacts with Tyco and requested that representatives of Alex.
Brown attend all future meetings with Tyco. On October 17, 1995, Mr. McGee met
with Ms. Creel, Mr. Early and representatives of Alex. Brown to discuss the
Company's business.

On November 9, 1995, Robert F. Sharpe, Jr., Vice President of Tyco, and Mr.
McGee met at the Company's headquarters with Ms. Creel, Mr. Early and
representatives of Alex. Brown to discuss Tyco's preliminary valuation model for
the Company. On November 9, 1995, Robert F. Sharpe, Jr., Vice President of Tyco,
and Mr. McGee met at the Company's headquarters with Ms. Creel, Mr. Early and
representatives of Alex. Brown to discuss Tyco's preliminary valuation model for
the Company. Ms. Creel indicated that she did not believe that this preliminary
model produced a valuation which fully reflected the value of the Company,
particularly in light of recent acquisitions in the environmental engineering
and consulting industry and potential synergies that Tyco could obtain in an
acquisition of the Company. Ms. Creel further indicated that she did not believe
that such a valuation would be favorably viewed by the Finance Committee of the
Company's Board of Directors. In order to further discussions, Messrs. Sharpe
and McGee agreed to examine additional information relating to these factors and
to do further analyses in order to reassess their preliminary valuation of the
Company.

On November 13, 1995, Mr. McGee informed Ms. Creel that Tyco had increased
its valuation of the Company based upon additional information and newly
identified synergies. He stated that Tyco might be willing to offer $7.50 per
Share subject to approval of the Board of Directors of Tyco on December 6, 1995
and prompt consummation of the transaction thereafter. Ms. Creel indicated that
she would present this information to the Finance Committee.

On November 15, 1995, the Finance Committee held a telephonic meeting during
which Ms. Creel summarized the discussions with Tyco. The Finance Committee
discussed the revised offer and indicated that $7.50 was an interesting
expression of interest but that it was not prepared to recommend

such an offer at that time. The Finance Committee concluded that it would be
supportive of an offer in the range of $8.00 to $8.50 per Share.

On November 16, 1995, a representative of Alex. Brown informed Mr. Sharpe
that Tyco's interest in the Company had been discussed by the Finance Committee
with inconclusive results. The Alex. Brown representative invited Tyco to
furnish any additional information that it might wish to communicate for
consideration at a reconvened meeting of the Finance Committee on November 20,
1995.

On November 20, 1995, Mr. Sharpe informed the Alex. Brown representative
that Tyco was prepared to make an offer of $7.75 per Share. The Finance
Committee reconvened later that day via telephonic meeting to discuss Tyco's
revised proposal. The Finance Committee expressed appreciation for the $7.75
expression of interest but concluded that support for the transaction would not
be strong at that level. The Finance Committee reaffirmed that it would be
supportive of an offer at $8.00 per Share or above. The Finance Committee then
instructed representatives of Alex. Brown to convey this information to Tyco and
to obtain further information concerning the non-price terms of any potential
offer. On the evening of November 20, 1995, Mr. Sharpe indicated to a
representative of Alex. Brown that Tyco would need to perform an in-depth
investigation of the Company with favorable results to be able to reach a higher
valuation for the Company. However, depending on the outcome of such
investigation, Tyco's management could be in a position to recommend a price of
$8.00 per Share to the Board of Directors of Tyco.

During the week of November 27, 1995, representatives of Tyco conducted a
due diligence review of the Company's businesses. At the conclusion of its
review, Dennis Kozlowski, Chief Executive Officer of Tyco, indicated to Ms.
Creel that he was prepared to recommend to Tyco's Board of Directors that an
offer of $8.00 per Share be made.

On December 1, 1995, Tyco furnished to the Company a draft merger agreement
for the acquisition of the Company by Tyco. On December 4, 1995, the Board of
Directors of the Company held a telephonic meeting to discuss Tyco's
contemplated offer of $8.00 per Share and the terms of the draft merger
agreement. Ms. Creel informed the Board of Directors of the background of the
negotiations to date and of the Finance Committee's support for such an offer.
The Board of Directors indicated its interest in the offer and instructed Ms.
Creel to continue negotiating the terms of the offer.

On December 6, 1995, at its regularly scheduled meeting, the Board of
Directors of Tyco considered the proposal to acquire the Company and heard an
informational presentation delivered by Ms. Creel. Following such presentation
and presentations of Tyco's management, the Board of Directors voted to approve
an offer to acquire the Company at $8.00 per Share substantially on the terms
set forth in the Merger Agreement.

On December 7, 1995, the Board of Directors of the Company met to consider
the Tyco offer. The Board of Directors reviewed the principal terms of the
Merger Agreement and received the oral opinion of Alex. Brown, which opinion was
later confirmed in writing, that the offer price of $8.00 per Share was fair to
the stockholders of the Company from a financial point of view. Thereafter, the
Board of Directors of the Company approved the Merger Agreement, the Offer and
the Merger. On December 7 and 8, 1995, representatives of Tyco and the Company
finalized the Merger Agreement, including completion of the schedules thereto.
On December 8, 1995, Tyco and the Company executed the Merger Agreement. Public
disclosure of the Merger Agreement was made on the morning of the next business
day, December 11, 1995, prior to the opening of trading of the Shares on The
Nasdaq National Market.

In reaching its conclusions and recommendations described above, the Finance
Committee and the Board of Directors considered the following factors:

(i) the terms and conditions of the Offer and the Merger Agreement;

(ii) the financial condition, results of operations, business and
prospects of the Company, including the need for additional capital to
facilitate the growth of the business and the prospects for the Company if
it were to remain independent;

(iii) the oral and written presentations by Alex. Brown at the December
4, and December 7, 1995 Board of Directors meetings and the oral opinion of
Alex. Brown, which was later confirmed in a written opinion dated December
8, 1995, to the effect that, as of the date of the opinion, the
consideration to be received by the stockholders pursuant to the Offer and
the Merger is fair from a financial point of view to the stockholders. The
full text of Alex. Brown's written opinion which sets forth the procedures
followed, the factors considered and the assumptions made by Alex. Brown is
attached as Exhibit 4 hereto and is incorporated herein by reference.
STOCKHOLDERS ARE URGED TO READ THE OPINION OF ALEX. BROWN CAREFULLY AND IN
ITS ENTIRETY;

(iv) the trading price of the Shares over the past year and that the
Offer of $8.00 per Share represents a premium of approximately 36.2% over
the closing sale price of $5 7/8 for the Shares on December 8, 1995, the
last trading day prior to the public announcement by Tyco of its interest in
acquiring the Company for $8.00 per Share;

(v) the market trading multiples for selected environmental engineering
and consulting companies, prices paid in selected recent acquisition
transactions in the environmental engineering and consulting industry and a
discounted cash flow analysis of the Company;

(vi) the recommendation of Management that the Offer and Merger be
approved;

(vii) the fact that the Merger Agreement, which prohibits the Company
and its subsidiaries from initiating, soliciting or encouraging, directly or
indirectly, any potential Acquisition Proposal (as defined in the Merger
Agreement), does permit the Company to furnish information to, and enter
into discussions and negotiations with any third person or entity that makes
an unsolicited bona fide proposal in writing to engage in an Acquisition
Proposal transaction that the Board of Directors of the Company in good
faith determines represents a financially superior transaction for the
stockholders of the Company as compared to the Offer and the Merger if any
only to the extent that (i) the Board of Directors determines, after
consultation with outside counsel, that failure to take such action would be
inconsistent with the compliance by the Board of Directors with its
fiduciary duties to stockholders imposed by law and (ii) the Company
notifies Tyco in writing prior to or concurrently with furnishing such
information or entering into such discussions or negotiations and keeps Tyco
informed of the status of such discussions or negotiations;

(viii) the representation of Tyco and the Purchaser that they have
sufficient funds available to them to consummate the Offer and the Merger
and the fact that the Offer is not subject to a financing condition;

(ix) the scope and detail of the negotiating process that led to the
finalization of the Merger Agreement, including the fact that the Company
negotiated a purchase price significantly higher than Tyco's preliminary
valuation;

(x) the fact that, in Management's view, a public auction of the Company
prior to a decision to sell the Company, could cause harm to the Company and
would be significantly disruptive to existing operations; and

(xi) the provisions in the Merger Agreement that require the Company to
pay to Tyco a termination fee of $2.4 million and reimburse Tyco for its
documented out-of-pocket expenses not to exceed $200,000 if the Merger
Agreement is terminated under certain circumstances, which the Board of
Directors recognized could potentially foreclose competing offers at
approximately the same price level as the Offer, but would not likely
foreclose competing offers at price levels significantly higher than the
Offer.

Neither the Finance Committee nor the Board of Directors assigned relative
weights to the foregoing factors or determined that any factor was of particular
importance. Rather, the Finance Committee and the Board of Directors viewed
their position and recommendations as being based on the totality of the
information presented to and considered by them.

The Board of Directors recognized that, while the consummation of the Offer
gives the stockholders the opportunity to realize a significant premium over the
prices at which the Shares were traded prior to the public announcement of the
Offer and the Merger, tendering Shares in the Offer would eliminate the
opportunity for stockholders to participate in the future growth and profits of
the Company.

It is expected that, if the Shares were not to be purchased by the Purchaser
in accordance with the terms of the Offer or if the Merger were not to be
consummated, the Company's current management, under the general direction of
the Board of Directors, would continue to manage the Company as an ongoing
business in accordance with the Company's current long-term strategic plan.

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

Alex. Brown was retained by the Company to provide financial advisory and
investment banking services to the Company. Pursuant to an engagement letter
between the Company and Alex. Brown (the "Engagement Letter"), if the Offer and
the Merger are consummated, the Company will pay Alex. Brown a transaction fee
of approximately $1.2 million (1.125% of the Aggregate Consideration (as defined
in the Engagement Letter)) for acting as financial advisor in connection with
the transaction. Alex. Brown has been paid a retainer fee of $50,000 and is
receiving a fee of $250,000 upon delivery of its written opinion. Such fees will
be credited against the transaction fee to be paid to Alex. Brown by the Company
pursuant to the Engagement Letter. The Company has also agreed to reimburse
Alex. Brown for its reasonable out-of-pocket expenses, including reasonable fees
and disbursements of its counsel, incurred by Alex. Brown in carrying out its
duties under the Engagement Letter and to indemnify and hold harmless Alex.
Brown and each of its directors, officers, agents, employees and controlling
persons for certain liabilities.

Alex. Brown has provided certain investment banking services to the Company
from time to time for which it has received customary compensation. In the
ordinary course of its business, Alex. Brown may actively trade the debt and
equity securities of the Company for its own account and for the accounts of
customers and, accordingly, may at any time hold a long or short position in
such securities.

Except as disclosed herein, neither the Company nor any person acting on its
behalf currently intends to employ, retain or compensate any other person to
make solicitations or recommendations to security holders on its behalf
concerning the Offer or the Merger.

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.

(a) Except as set forth below, no transactions in the Shares have been
effected during the past 60 days by the Company or, to the best of the Company's
knowledge, by any executive officer, director, affiliate or subsidiary of the
Company. On November 16, 1995, Theodore A. Barten, the Executive Vice President
Commercial, EARTH TECH Consulting Engineering, sold 500 Shares at a price of
$4.69 per Share. On or around October 30, 1995, Ward A. Johnson, a director of
the Company, transferred 32,000 Shares to his children and grandchildren as part
of a gift transaction. On November 24, 1995, the Company granted 974 option
shares at an exercise price of $1.28 under the Director Option Plan to each of
Charles D. Applequist, James E. Clark, Richard J. Heckmann, Ward W. Johnson,
Larry J. Lawrence and Martha L. Robinson as full renumeration for their services
as directors for one calendar quarter.

(b) To the best of the Company's knowledge, to the extent permitted by
applicable securities laws, rules or regulations, except for gifts of Shares to
family members or charitable organizations, each executive officer, director,
affiliate and subsidiary of the Company currently intends to tender all Shares
that are held of record or beneficially owned by such person.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY SUBJECT COMPANY.

(a) Except as set forth in this Schedule 14D-9, the Company is not engaged
in any negotiation in response to the Offer that relates to or would result in
(i) an extraordinary transaction, such as a merger or reorganization involving
the Company or any subsidiary of the Company; (ii) a purchase, sale or transfer
of a material amount of assets by the Company or any subsidiary of the Company;
(iii) a tender offer for or other acquisition of securities by or of the
Company; or (iv) any material change in the present capitalization or dividend
policy of the Company.

(b) Except as described above or in Items 3(b) or 4 above, there are no
transactions, resolutions of the Board of Directors, agreements in principle or
signed contracts in response to the Offer that relate to or would result in one
or more of the events referred to in Item 7(a) above.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

The Information Statement attached as Schedule I hereto is being furnished
in connection with the possible designation by Tyco, pursuant to the Merger
Agreement, of certain persons to be appointed to the Board of Directors other
than at a meeting of the Company's stockholders.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT
NO.
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Exhibit 1 Agreement and Plan of Merger, dated as of December 8, 1995, among Tyco
International Ltd., T1 Acquisition Corp. and The Earth Technology Corporation
(USA).
Exhibit 2 Press Release issued jointly by Tyco International Ltd. and The Earth Technology
Corporation (USA), dated December 11, 1995.
Exhibit 3 Letter to Stockholders of The Earth Technology Corporation (USA), dated December
13, 1995.1
Exhibit 4 Opinion of Alex. Brown & Sons Incorporated, dated December 8, 1995.1
Exhibit 5 Pages 121 through 122 of the 1995 Proxy Statement relating to executive
employment agreements.
Exhibit 6 Pages 126 through 131 of the 1995 Proxy Statement relating to The Earth
Technology Corporation (USA) 1987 Stock Plan.
Exhibit 7 Pages 132 through 134 of the 1995 Proxy Statement relating to The Earth
Technology Corporation (USA) 1991 Director Option Plan.
Exhibit 8 Pages 113 through 114 of the 1995 Proxy Statement relating to certain
transactions with certain directors and officers of The Earth Technology
Corporation (USA).
Exhibit 9 Confidentiality Agreement, dated as of August 29, 1995, by and between The Earth
Technology Corporation (USA) and Tyco International Ltd.

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1 Included in copies mailed to stockholders.

SIGNATURE

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.

Dated: December 13, 1995
THE EARTH TECHNOLOGY CORPORATION (USA)

/s/ DIANE C. CREEL
.......................................

By: Diane C. Creel
Title: Chairwoman, Chief Executive
Officer and President

SCHEDULE I

THE EARTH TECHNOLOGY CORPORATION (USA)
100 West Broadway, Suite 5000
Long Beach, California 90802
(310) 495-4449
INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER

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This Information Statement is being mailed on or about December 13, 1995 as
a part of the Company's Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") to the holders of record of the Shares at the close of
business on or about December 11, 1995. You are receiving this Information
Statement in connection with the possible election of persons designated by
Tyco, to a majority of the seats on the Board of Directors of the Company. The
Merger Agreement requires the Company, at the request of Tyco, to take all
action necessary to cause Tyco's designees to be elected to the Board of
Directors under the circumstances described therein. This Information Statement
is required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. See
"Board of Directors and Executive Officers--Right to Designate Directors; Tyco
Designees."

You are urged to read this Information Statement carefully. You are not,
however, required to take any action. Capitalized terms used herein and not
otherwise defined herein shall have the meaning set forth in the Schedule 14D-9.

Pursuant to the Merger Agreement, the Purchaser commenced the Offer on
December 13, 1995. The Offer is scheduled to expire at 12:00 midnight, New York
City time, on Thursday, January 11, 1996 unless the Offer is extended.

The information contained in this Information Statement concerning the
Purchaser has been furnished to the Company by the Purchaser, and the Company
assumes no responsibility for the accuracy or completeness of such information.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

GENERAL

The Shares are the only class of voting securities of the Company
outstanding. Each Share has one vote. As of December 1, 1995, there were
8,751,636 Shares outstanding. The Board of Directors currently consists of nine
members and there are currently no vacancies on the Board of Directors. Each
director holds office until such director's successor is duly elected and
qualified or until such director's earlier resignation, removal, death or
incapacity.

RIGHT TO DESIGNATE DIRECTORS; TYCO DESIGNEES

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 Company as will give Tyco, subject to compliance with
Section 14(f) of 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 Company 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

I-1

the Tyco Designees to be elected to the Board of Directors and shall cause
Tyco's Designees to be so elected. Prior to the Effective Time, the Company and
Tyco shall use all reasonable efforts to ensure that the Board of Directors of
the Company 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 Company.

Tyco has informed the Company that it will select the Tyco Designees from
the directors and executive officers listed in Schedule I to the Offer to
Purchase, a copy of which is being mailed to the Company's stockholders together
with this Schedule 14D-9. Tyco has also informed the Company that each of the
directors and executive officers listed in Schedule I to the Offer to Purchase
has consented to act as a director, if so designated. The information on such
Schedule 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 Company.

The Certificate of Incorporation and Bylaws of the Company provide that the
Board of Directors shall consist of not less than five nor more than eleven
directors, with the exact number to be fixed in the Bylaws. The Bylaws provide
that the number of directors shall be seven until changed by the Board of
Directors. The Board of Directors has by resolution set the number of directors
at nine. The directors are currently divided into three classes, with members of
each class holding office for staggered three-year terms.

DIRECTORS OF THE COMPANY

The names of the current directors, their ages as of December 1, 1995, all
positions and offices held with the Company, 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 Company
except as indicated below. As indicated below, some of the current directors may
resign effective immediately following the purchase of Shares by the Purchaser
pursuant to the Offer.

The Company's 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 Company'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 Company since June 1989. In October
1994, he was also appointed Executive Vice

I-2

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 Company 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 Company 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 Company, 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.

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 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.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The business and affairs of the Company are managed by and under the
direction of the Board of Directors as provided by Delaware law. During the
fiscal year ended August 25, 1995, the Board of Directors met six times and
acted on three occasions by unanimous consent in lieu of a meeting. Each
director attended more than 75 percent of the aggregate number of meetings of
the Board of Directors and the committees on which he or she served.

The Company has an Audit Committee consisting of Larry J. Lawrence,
Chairman; Charles D. Applequist and Martha L. Robinson. The committee met twice
during the fiscal year ended August 25, 1995. The functions of the Audit
Committee are to recommend the engagement and discharge of independent auditors;
to direct and supervise special investigations; to review with independent
auditors the plans and results of the auditing engagement; to approve
professional services provided by the

I-3

independent auditors; to consider audit and non-audit fees; and to review the
adequacy of the Company's system of internal accounting controls.

The Company has a Compensation Committee consisting of Richard J. Heckmann,
Chairman; James E. Clark and Ward W. Johnson. The Compensation Committee met
four times during the fiscal year ended August 25, 1995. The functions of the
Compensation Committee are to review annually with the Chief Executive Officer
both her performance and the performance of the Company's other principal
officers whose compensation is the subject of review and recommendations by the
Compensation Committee, and to review annually and recommend to the Board of
Directors salary ranges and incentive compensation for the principal officers of
the Company. The Compensation Committee is also responsible for the
administration of The Earth Technology Corporation (USA) 1987 Stock Plan (the
"1987 Stock Plan").

The Company has appointed a Nominating Committee consisting of Diane C.
Creel, Chairwoman; Creighton K. Early and Richard J. Heckmann. The committee did
not meet in the fiscal year ended August 25, 1995. The Nominating Committee
reviews qualifications and makes recommendations of candidates to fill director
vacancies and considers and makes recommendations with respect to other director
matters. The Committee's policy on recommendations by stockholders of nominees
for election to the Board of Directors is to review such nominations on a
case-by-case basis.

The Company has appointed a Finance Committee consisting of Diane C. Creel,
Chairwoman; Creighton K. Early; Richard J. Heckmann and Larry J. Lawrence. The
committee did not meet in the fiscal year ended August 25, 1995. On September
28, 1995, the Board of Directors reconstituted the membership of the Finance
Committee as follows: Diane C. Creel, Chairwoman; Creighton K. Early; Larry J.
Lawrence; Martha L. Robinson and Ward W. Johnson. As reconstituted, the Finance
Committee has met three times following the close of the fiscal year ended
August 25, 1995.

EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES OF THE COMPANY

The names of the current executive officers and key employees, their ages as
of December 1, 1995, all positions and offices held with the Company, 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 shareholders and until
their successors have been elected and qualified.

POSITION AND BUSINESS EXPERIENCE
NAME AGE DURING PAST FIVE YEARS
- ---------------------------------- --- ---------------------------------------------------

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 Company, 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
Company, Dr. Holbrook was the Chief Marketing
Officer for Advanced Sciences, Inc. from November
1990 to December 1992.

I-4

POSITION AND BUSINESS EXPERIENCE
NAME AGE DURING PAST FIVE YEARS
- ---------------------------------- --- ---------------------------------------------------

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
Company and the predecessor to Earth Tech
Operations Services.
Patricia E. Montgomery............ 59 Assistant Corporate Secretary. Ms. Montgomery was
appointed Corporate Secretary of the Company in
October 1986.

SECTION 16 COMPLIANCE

Section 16 (a) of the Exchange Act requires the Company's executive officers
and directors and persons who beneficially own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Commission. Executive officers, directors and
greater than ten-percent shareholders are required by regulation to furnish the
Company 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 Company believes that during the Company'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.

I-5

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 Company 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").

LONG-TERM COMPENSATION
-------------------------
AWARDS
ANNUAL -------------------------
COMPENSATION SECURITIES
----------------- RESTRICTED UNDERLYING ALL OTHER
NAME & PRINCIPAL SALARY BONUS STOCK OPTIONS/SARS COMPENSATION(1)
POSITION YEAR ($) ($) AWARDS (#) ($)
- ---------------------------- ---- ------- ------- ---------- ------------ ---------------

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

- ------------

(1) Amounts consist of Company 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 Company does not pay dividends on restricted stock.

I-6

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 Company does not have a program to grant
stock appreciation rights.

OPTIONS GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS POTENTIAL
------------------------------------------------------------- REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(2)
OPTIONS EMPLOYEES OR BASE ----------------------------
GRANTED IN PRICE EXPIRATION 5% 10%
NAME (#)(1) FISCAL YEAR ($/SHARE) DATE ($) ($)
- ----------------------- -------------- ----------- ----------- ------------- ----------- -----------

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..... -- -- -- -- -- --

- ------------

(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 and
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.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-THE-
SHARES UNDERLYING OPTIONS AT FISCAL MONEY OPTIONS/SARS AT FISCAL
ACQUIRED ON VALUE YEAR END (#) YEAR END($)(1)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------- -------------- ----------- ---------------------------- ----------------------------

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 --

- ------------

(1) Based upon the closing price of the Shares on August 25, 1995 of $4.75.

I-7

COMPENSATION OF DIRECTORS

Each director who is not an employee of the Company 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 Company'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 Company'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

The disclosure set forth under the captions "Employment Agreements" and
"Stock Option Plans" in Item 3 of the Schedule 14D-9 is incorporated herein by
reference.

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 Company,
see "Certain Transactions" immediately below.

CERTAIN 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.

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
Company, were the beneficial owners of 5% or more of the outstanding Shares,
(ii) each director and director nominee of the Company, (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 Company 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 Company, all persons listed below have sole
voting and investment power with respect to their shares of the Company Common
Stock.

I-8

OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS,
OFFICERS, DIRECTORS AND NOMINEES

BENEFICIAL OWNERSHIP OF COMMON STOCK
AS OF NOVEMBER 25, 1995

NUMBER OF
NAME SHARES (1)(2)(3) PERCENT
- ------------------------------------------------------------------------ ---------------- -------

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

- ------------

(1) Includes 116,989 Shares held by the trustee of the Company'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.

I-9

EXHIBIT INDEX
-------------

EXHIBIT
NO.
- ----------

- ------------

1 Included in copies mailed to stockholders.