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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 30, 1995
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OHM CORPORATION
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(Exact name of registrant as specified in its Charter)
Ohio 1-9654 34-1503050
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(State or other (Commission file number) (IRS employer
jurisdiction of identification no.)
incorporation)
164046 U.S. Route East, Findlay, Ohio 45840
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (419) 423-3526
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(Former name or former address, if changed since last report)
Exhibit Index appears on page 3
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On May 30, 1995 OHM Corporation, an Ohio corporation (the
"Registrant"), acquired substantially all of the assets and certain of the
liabilities of the environmental remediation services businesses of Rust
International Inc. ("Rust"), a subsidiary of WMX Technologies, Inc. ("WMX"),
through the merger (the "Merger") of Rust Environmental, Inc.
("Environmental"), a Delaware corporation and subsidiary of Rust, with and into
OHM Remediation Services Corp. ("OHMR"), an Ohio corporation and wholly owned
subsidiary of the Registrant (the "Acquisition") pursuant to an Agreement and
Plan of Reorganization ("Reorganization Agreement") dated as of December 5,
1994, as amended, by and between the Company, Rust Environmental Inc., Rust
Remedial Inc., Rust Federal Services Inc., and EnClean Environmental Services
Group, Inc. (the "Rust Subsidiaries"), a copy of which is filed with this
Current Report as Exhibit 2 and is incorporated herein by reference. The
description of the Acquisition contained herein is qualified in its entirety by
reference to the Reorganization Agreement. As a result of the Merger, the
shares of common stock of Environmental were converted into the right to
receive 9,668,000 newly issued shares of common stock of the Registrant, par
value $.10 per share (the "Common Stock"). In addition, pursuant to a
Guarantee Agreement by and between the Registrant and WMX dated as of May 30,
1995, WMX agreed to guarantee a certain amount of the Registrant's indebtedness
("Debt") in exchange for a warrant, exercisable for five years, to purchase
700,000 shares of Common Stock at $15.00 per share (the "Warrants"). The
amount of Debt guaranteed by WMX pursuant to the Guarantee Agreement is
initially $62,000,000, increasing to $75,000,000 upon exercise of the Warrant
in full. Also, WMX, Rust and the Registrant entered into a Standstill and
Non-Competition Agreement which provides for certain arrangements with respect
to ownership and voting of the Common Stock held by WMX, Rust and their
respective affiliates, and certain non-competition and preferred provider
arrangements.
(b) The assets acquired as a result of the Acquisition were used by Rust
in the business of providing environmental remediation services. The
Registrant is employing and intends to continue to employ the acquired assets
in such business.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The required financial
statements of the business acquired are hereby incorporated by reference to the
Registrant's definitive Proxy Statement, dated May 10, 1995 for the 1995 Annual
Meeting of Shareholders (the "Proxy Statement") under the caption "Audited
Financial Statments - The Division" appearing on pages F-36 to F-45 of the
Proxy Statement.
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(b) PRO FORMA FINANCIAL INFORMATION. The required pro forma financial
information relative to the business acquired is incorporated by reference to
the Proxy Statement under the caption "Unaudited Pro Forma Condensed Combined
Financial Information" appearing on pages 64 through 68 of the Proxy Statement.
(c) EXHIBITS.
Exhibit 2. Agreement and Plan of Reorganization, dated as of
December 5, 1995, as amended, by and among OHM
Corporation, Rust International Inc., Rust Remedial
Services Inc., Rust Federal Services Inc., and EnClean
Environmental Services Group, Inc., including (i)
Schedule 9.6 thereto, a Guarantee Agreement dated May
30, 1995 by and between OHM Corporation and WMX
Technologies, Inc. and Exhibit A thereto, a Warrant
Agreement dated May 30, 1995 by and between OHM
Corporation and WMX Technologies, Inc.; (ii) Schedule
9.9 thereto, a Standstill and Non-Competition Agreement
dated May 30, 1995 by and among OHM Corporation, WMX
Technologies, Inc. and Rust International Inc., and
(iii) Schedule 9.10 thereto, a Merger Agreement dated
May 30, 1995 by and between Rust Environmental Inc. and
OHM Remediation Services Corp. [incorporated by
reference to the Registrant's definitive Proxy
Statement, dated May 10, 1995 for the 1995 Annual
Meeting of Shareholders]. (All other Exhibits and
Schedules to the above-reference exhibit have been
omitted in reliance on Item 601(b)(2) of Regulation
S-K, but will be furnished supplementally upon
request of the Commission.)
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
OHM CORPORATION
By:
/s/ RANDALL M. WALTERS
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Randall M. Walters, Vice
President,
General Counsel and Secretary
Dated: June 13, 1995
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