1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 COMMISSION FILE NUMBER 1-9654 OHM Corporation (Issuer of the Securities held pursuant to the Plan) OHM Corporation Retirement Savings Plan (Full Title of Plan) 16406 U.S. ROUTE 224 EAST, FINDLAY, OH 45840 (Address of principal executive offices) (Zip Code) (419) 423-3529 (Registrant's telephone number, including area code) (Mark One): ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE X SECURITIES EXCHANGE ACT OF 1933 (FEE REQUIRED) - -------- For the fiscal year ended December 31, 1995 TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transmission period from to - -------- --------- --------- 2 REQUIRED INFORMATION The following financial statements for the OHM Corporation Retirement Savings Plan are being filed herewith: Description Page No. Audited Financial Statements: Report of Independent Auditors.............................. Page 1 Statements of Net Assets Available for Plan Benefits........ Page 2 Statements of Changes in Net Assets Available for Plan Benefits............................................... Page 4 Notes to Financial Statements............................... Page 6 Schedules Assets Held for Investment.................................. Page 11 Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets....................... Page 12 The following exhibit will be filed herewith: Exhibit No. Description Page No. 1 Consent of Independent Auditors Page 15 3 Report of Independent Auditors Board of Directors OHM Corporation Retirement Savings Plan We have audited the accompanying statements of net assets available for plan benefits of OHM Corporation Retirement Savings Plan as of December 31, 1995 and 1994, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1995 and 1994, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1995 and transactions or series of transactions in excess of 5% of the current value of plan assets for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1995 basic financial statements taken as a whole. ERNST & YOUNG LLP Columbus, Ohio June 7, 1996 1 4 OHM CORPORATION RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1995 (NCB) (NCB) OHM STABLE AGGRESSIVE (NCB) EMPLOYER VALUE GROWTH BALANCE STOCK FUND FUND FUND FUND ------------------------------------------------------------------------- ASSETS Investments: Interest bearing cash deposits (overdrafts) $ (3,804) $ - $ (7,600) $ (6,316) Armada Money Market Portfolio 8,809 13,175 12,600 11,317 OHM Common Stock 2,625,418 - - - LaSalle Income Plus Fund - 6,745,725 - - Putnam Voyager Fund - - 8,593,281 - Fidelity Balanced Fund - - - 5,331,344 S&P 500 Flagship Fund - - - - Loans to participants - - - - ------------------------------------------------------------------------- Total investments 2,630,423 6,758,900 8,598,281 5,336,345 Receivables: Contribution/interest receivable 206,529 160,256 151,282 84,648 Due from (to) other funds 35,620 (126,673) 49,992 (144,222) ------------------------------------------------------------------------- Total receivables 242,149 33,583 201,274 (59,574) ------------------------------------------------------------------------- Total assets 2,872,572 6,792,483 8,799,555 5,276,771 Distribution/refunds payable (53,763) (91,260) (342,699) (84,232) Other liabilities (3,134) (5,823) (1,391) (549) ------------------------------------------------------------------------- Total liabilities (56,897) (97,083) (344,090) (84,781) ------------------------------------------------------------------------- Net assets available for plan benefits $2,815,675 $6,695,400 $8,455,465 $5,191,990 ========================================================================= (NCB) EQUITY INDEX LOAN FUND FUND TOTAL ------------------------------------------------- ASSETS Investments: Interest bearing cash deposits (overdrafts) $ (4,527) $ - $ (22,247) Armada Money Market Portfolio 9,527 - 55,428 OHM Common Stock - - 2,625,418 LaSalle Income Plus Fund - - 6,745,725 Putnam Voyager Fund - - 8,593,281 Fidelity Balanced Fund - - 5,331,344 S&P 500 Flagship Fund 5,462,059 - 5,462,059 Loans to participants - 2,039,291 2,039,291 ------------------------------------------------- Total investments 5,467,059 2,039,291 30,830,299 Receivables: Contribution/interest receivable 83,047 - 685,762 Due from (to) other funds 36,183 149,100 - ------------------------------------------------- Total receivables 119,230 149,100 685,762 ------------------------------------------------- Total assets 5,586,289 2,188,391 31,516,061 Distribution/refunds payable (58,922) (118,879) (749,755) Other liabilities (1,652) - (12,549) ------------------------------------------------- Total liabilities (60,574) (118,879) (762,304) ------------------------------------------------- Net assets available for plan benefits $5,525,715 $2,069,512 $30,753,757 ================================================= See accompanying notes. 2 5 OHM CORPORATION RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1994 (NCB) (NCB) OHM STABLE AGGRESSIVE (NCB) EMPLOYER VALUE GROWTH BALANCE STOCK FUND FUND FUND FUND ---------------------------------------------------------------------- ASSETS Investments: Interest bearing cash deposits (overdrafts) $ (27,073) $ 308,125 $ (144,558) $ (61,439) NCC Money Market Portfolio 68,584 1,531 744,148 485,617 OHM Common Stock 1,367,489 - - - LaSalle Income Plus Fund - 4,223,626 - - Putnam Voyager Fund - - 3,630,109 - Fidelity Balanced Fund - - - 2,904,406 S&P 500 Flagship Fund - - - - Loans to participants - - - - ---------------------------------------------------------------------- Total investments 1,409,000 4,533,282 4,229,699 3,328,584 Receivables: Contribution/interest receivable 37,293 114,408 134,043 83,032 Due from (to) other funds 268,889 (87,693) (60,604) (111,065) ---------------------------------------------------------------------- Total receivables 306,182 26,715 73,439 (28,033) ---------------------------------------------------------------------- Total assets 1,715,182 4,559,997 4,303,138 3,300,551 Distribution/refunds payable (3,484) (97,966) (5,733) (29,378) ---------------------------------------------------------------------- Net assets available for plan benefits $ 1,711,698 $ 4,462,031 $ 4,297,405 $ 3,271,173 ====================================================================== (NCB) EQUITY INDEX LOAN FUND FUND TOTAL ------------------------------------------------- ASSETS Investments: Interest bearing cash deposits (overdrafts) $ (75,055) $ - $ - NCC Money Market Portfolio 471,212 58 1,771,150 OHM Common Stock - - 1,367,489 LaSalle Income Plus Fund - - 4,223,626 Putnam Voyager Fund - - 3,630,109 Fidelity Balanced Fund - - 2,904,406 S&P 500 Flagship Fund 2,231,956 - 2,231,956 Loans to participants - 1,296,156 1,296,156 ------------------------------------------------- Total investments 2,628,113 1,296,214 17,424,892 Receivables: Contribution/interest receivable 69,304 - 438,080 Due from (to) other funds (9,405) (122) - ------------------------------------------------- Total receivables 59,899 (122) 438,080 ------------------------------------------------- Total assets 2,688,012 1,296,092 17,862,972 Distribution/refunds payable (8,112) (41,089) (185,762) ------------------------------------------------- Net assets available for plan benefits $ 2,679,900 $ 1,255,003 $ 17,677,210 ================================================= See accompanying notes. 3 6 OHM CORPORATION RETIREMENT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 31, 1995 (NCB) (NCB) OHM STABLE AGGRESSIVE (NCB) EMPLOYER VALUE GROWTH BALANCE STOCK FUND FUND FUND FUND ---------------------------------------------------------------------- ADDITIONS Investment income (loss) $ (21,974) $ 310,585 $ 666,841 $ 186,605 Employee contributions 637,770 1,067,459 1,398,618 857,644 Employer contributions 1,205,178 111,548 159,844 98,053 Rollover 271,809 1,349,166 1,475,184 1,032,493 ---------------------------------------------------------------------- Total additions 2,092,783 2,838,758 3,700,487 2,174,795 Deduction-benefits/distributions paid to plan participants and beneficiaries (243,889) (624,647) (809,098) (324,977) Other: Net unrealized appreciation (depreciation) of investments (666,372) - 1,502,979 361,121 Transfers in (out) (78,545) 19,258 (236,308) (290,122) ---------------------------------------------------------------------- Net increase (decrease) in deduction and other (988,806) (605,389) 457,573 (253,978) ---------------------------------------------------------------------- Change in net assets available for plan benefits 1,103,977 2,233,369 4,158,060 1,920,817 Net assets available at December 31, 1994 1,711,698 4,462,031 4,297,405 3,271,173 ---------------------------------------------------------------------- Net assets available at December 31, 1995 $2,815,675 $6,695,400 $8,455,465 $5,191,990 ====================================================================== (NCB) EQUITY INDEX LOAN FUND FUND TOTAL ------------------------------------------------- ADDITIONS Investment income (loss) $ 855,623 $ - $ 1,997,680 Employee contributions 779,474 - 4,740,965 Employer contributions 84,401 - 1,659,024 Rollover 1,127,714 320,690 5,577,056 ------------------------------------------------- Total additions 2,847,212 320,690 13,974,725 Deduction-benefits/distributions paid to plan participants and beneficiaries (358,247) (10,140) (2,370,998) Other: Net unrealized appreciation (depreciation) of investments 275,092 - 1,472,820 Transfers in (out) 81,758 503,959 - ------------------------------------------------- Net increase (decrease) in deduction and other (1,397) 493,819 (898,178) ------------------------------------------------- Change in net assets available for plan benefits 2,845,815 814,509 13,076,547 Net assets available at December 31, 1994 2,679,900 1,255,003 17,677,210 ------------------------------------------------- Net assets available at December 31, 1995 $5,525,715 $2,069,512 $30,753,757 ================================================= See accompanying notes. 4 7 OHM CORPORATION RETIREMENT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 31, 1994 (NCB) (NCB) (NCB) OHM STABLE AGGRESSIVE (NCB) EQUITY (MELLON) EMPLOYER VALUE GROWTH FUND BALANCE FUND INDEX INCOME STOCK FUND FUND FUND FUND ------------------------------------------------------------------------------------ ADDITIONS Investment income (loss) $ 618,224 $ 149,694 $ 25,453 $ 60,952 $ 20,097 $ (103,539) Employee contributions 519,900 441,791 558,217 352,036 299,203 436,734 Employer contributions 160,759 142,930 181,243 122,422 102,335 153,270 Rollover 55,212 38,600 100,377 25,118 35,816 3,441 ------------------------------------------------------------------------------------ Total additions 1,354,095 773,015 865,290 560,528 457,451 489,906 Deduction-benefits/distributions paid to plan participants and beneficiaries (294,744) (348,537) (53,940) (51,056) (28,790) (258,840) Other: Net unrealized appreciation (depreciation) of investments (1,025,030) - 84,858 (108,811) 30,509 - Transfers in (out) 93,931 4,037,553 3,401,197 2,870,512 2,220,730 (4,781,522) ------------------------------------------------------------------------------------ Net increase (decrease) in deduction and other (1,225,843) 3,689,016 3,432,115 2,710,645 2,222,449 (5,040,362) ------------------------------------------------------------------------------------ Change in net assets available for plan benefits 128,252 4,462,031 4,297,405 3,271,173 2,679,900 (4,550,456) Net assets available at December 31, 1993 1,583,446 - - - - 4,550,456 ------------------------------------------------------------------------------------ Net assets available at December 31, 1994 $ 1,711,698 $4,462,031 $4,297,405 $3,271,173 $2,679,900 $ - ==================================================================================== (MELLON) (MELLON) BALANCE GROWTH CONSERVATIVE LOAN FUND FUND FUND TOTAL --------------------------------------------------------- ADDITIONS Investment income (loss) $ (139,939) $ (57,154) $ - $ 573,788 Employee contributions 579,980 432,349 - 3,620,210 Employer contributions 171,611 140,412 - 1,174,982 Rollover 27,325 9,610 - 295,499 --------------------------------------------------------- Total additions 638,977 525,217 - 5,664,479 Deduction-benefits/distributions paid to plan participants and beneficiaries (355,380) (217,719) (73,384) (1,682,390) Other: Net unrealized appreciation (depreciation) of investments - - - (1,018,474) Transfers in (out) (4,208,638) (3,959,351) 335,945 10,357 --------------------------------------------------------- Net increase (decrease) in deduction and other (4,564,018) (4,177,070) 262,561 (2,690,507) --------------------------------------------------------- Change in net assets available for plan benefits (3,925,041) (3,651,853) 262,562 2,973,972 Net assets available at December 31, 1993 3,925,041 3,651,853 992,442 14,703,238 --------------------------------------------------------- Net assets available at December 31, 1994 $ - $ - $1,255,003 $17,677,210 ========================================================= See accompanying notes. 5 8 OHM Corporation Retirement Savings Plan Notes to Financial Statements December 31, 1995 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. INVESTMENTS As of June 30, 1994, National City Bank (the Trustee) succeeded Mellon Bank, N.A., as the Trustee for the OHM Retirement Savings Plan (the Plan). The Trustee holds, manages, values, invests, reinvests, accounts for and otherwise deals with each investment fund separately. The current value of the bank administered trustee funds is obtained from the Trustee of the funds and is based on published market prices at the statement date. Realized gains or losses on the sale of investments are the difference between the proceeds received and the specific cost of investment sold. The change in the difference between fair value and the cost of investments is reflected in the statement of changes in net assets available for plan benefits as net unrealized appreciation (depreciation) in the fair value of investments. OHM Corporation stock held is valued at the quoted market price at the close of the last business day for that period. OPERATING EXPENSES All administrative expenses of the Plan and all fees and retainers of the Plan's Trustee, administrator, auditors, and counsel are paid by OHM Corporation (the Company). RECLASSIFICATION Certain amounts were reclassified in 1994 to conform with the 1995 presentation. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 6 9 OHM Corporation Retirement Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF PLAN The Plan is a defined contribution plan covering all full-time employees of the Company who were employed by OHM Corporation and its subsidiaries on the effective date, November 16, 1988. Each employee who is not a participant as of the effective date will be eligible to become a participant on the first day of each January, April, July and October subsequent to one year of employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan maintains separate accounts for each participant, which are credited with the participant's voluntary contributions and an allocation of (a) Company contributions, (b) plan earnings, and (c) forfeitures of non-vested terminated participants' accounts. Under the Plan, each participant may direct their contributions and allocations between the OHM Corporation Common Stock Fund (OHM Employer Stock Fund), Stable Value Fund, Aggressive Growth Fund, Equity Index Fund, or Balanced Fund. Effective April 1, 1990, as amended January 1, 1994, the Company matches 60% on the first 2% and 50% on the next 4% of a participant's compensation that such participant contributed as before-tax contribution. Beginning June 1995, all Company matches will be in OHM Corporation common stock. In addition, the Company, at its discretion, may make profit sharing contributions to the Plan for its participants each plan year. Profit sharing contributions will be allocated to the accounts of each participant in the ratio that the compensation of each such participant for the plan year bears to the total compensation of all such participants for the plan year. The Company made no profit sharing contributions during the years ended December 31, 1995 and 1994, respectively. An employee may make voluntary contributions to the Plan by payroll deduction, or by lump sum deposit for rollovers. Employee contributions may not exceed 15% of the employee's pre-tax compensation and/or post-tax compensation subject to IRS guidelines. Voluntary contributions shall be at all times non-forfeitable. 7 10 OHM Corporation Retirement Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF PLAN (CONTINUED) Under the terms of the Plan, a participant is eligible for normal retirement upon attainment of age 65, or upon suffering total and permanent disability. Upon retirement, disability, or death before retirement or disability, the amount credited to the participant's account, plus any amounts of additional credit as finally determined at the next valuation date, will be distributed to the participant. In the event of the termination of employment of a participant prior to his normal retirement date, the participant will receive the non-forfeitable interest in his participant account based on a vesting schedule specified in the Plan and all of his voluntary contributions account. A participant becomes 100 percent vested after two years of credited service. Employees working past their normal retirement date are eligible for continued participation until their retirement date. The Plan provides for distribution of a participant's account in the form of a "Life Annuity", "Qualified Joint and Survivor Annuity" or other methods of payment as described in the Plan. Participants with prior approval of the Plan Committee are allowed to borrow against the vested portion of their account and such loans shall bear interest at a rate established at the date of the loan. Generally, the period of repayment for any loan cannot exceed five years. In the event that the Plan is terminated, any account balance a participant may have accumulated up to that time will become fully vested and non-forfeitable. 8 11 OHM Corporation Retirement Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS During the year ended December 31, 1995 and 1994, the Plan's investments (depreciated) appreciated in fair value by $1,472,820 and $(1,018,474), respectively, as follows: NET APPRECIATION (DEPRECIATION) Fair Value/ IN FAIR VALUE/ Contract Value CONTRACT VALUE at End DURING YEAR of Year ---------------------------------------- Plan year ended December 31, 1995: Investment deposits under trustee National City Bank: Invested in Armada Money Market Portfolio (net of overdrafts) $ -- $ 33,181 Invested in OHM Common Stock* (666,372) 2,625,418 Invested in LaSalle Income Plus Fund -- 6,745,725 Invested in Putnam Voyager Fund 1,502,979 8,593,281 Invested in Fidelity Balanced Fund 361,121 5,331,344 Investment in S&P 500 Flagship Fund 275,092 5,462,059 Loans to participants -- 2,039,291 ------------ ----------- $ 1,472,820 $30,830,299 ============ =========== Plan year ended December 31, 1994: Investment deposits under trustee National City Bank: Invested in NCC Money Market Portfolio $ -- $ 1,771,150 Invested in OHM Common Stock* (1,025,030) 1,367,489 Invested in LaSalle Income Plus Fund -- 4,223,626 Invested in Putnam Voyager Fund 84,858 3,630,109 Invested in Fidelity Balanced Fund (108,811) 2,904,406 Investment in S&P 500 Flagship Fund 30,509 2,231,956 Loans to participants -- 1,296,156 ------------ ----------- $ (1,018,474) $17,424,892 ============ =========== *Indicates party-in-interest to the Plan. 9 12 OHM Corporation Retirement Savings Plan Notes to Financial Statements (continued) 4. FEDERAL INCOME TAXES The Internal Revenue Service has ruled that the Plan qualifies under section 401(a) of the Internal Revenue Code and is, therefore, not subject to tax under present income tax law. 5. ACQUISITION On May 30, 1995, the Company completed the acquisition of substantially all of the assets and certain liabilities of the hazardous and nuclear waste remediation services business units of Rust International Inc. ("Rust"). As a result of the acquisition, former employees of Rust became eligible to rollover vested benefits from the Rust Employee Benefit Plans into the OHM Retirement Savings Plan and became participants in the Plan. 10 13 OHM Corporation Retirement Savings Plan Assets Held for Investment December 31, 1995 DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, RATE OF INTEREST AND CURRENT IDENTITY OF ISSUER PAR OR MATURITY VALUE COST VALUE - ------------------------------------------------------------------------------------------------------------------- OHM Corporation Common Stock $3,559,516 $2,625,418 Armada Money Market Portfolio Mutual Fund 55,428 55,428 LaSalle Income Plus Fund Mutual Fund 6,745,725 6,745,725 Putnam Voyager Fund Mutual Fund 7,001,169 8,593,281 Fidelity Balanced Fund Mutual Fund 5,060,189 5,331,344 S&P 500 Flagship Fund Mutual Fund 5,153,535 5,462,059 Loan Fund Loans to Participants 2,039,291 2,039,291 11 14 OHM Corporation Retirement Savings Plan Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets Year ended December 31, 1995 CURRENT DESCRIPTION OF INVESTMENT VALUE OF INCLUDING MATURITY DATE, ASSET ON NET RATE OF INTEREST AND PURCHASE SELLING COST OF TRANSACTION GAIN IDENTITY OF ISSUER PAR OR MATURITY VALUE PRICE PRICE ASSET DATE (LOSS) - ----------------------------------------------------------------------------------------------------------------------------------- Category (i) - A single transaction in excess of 5% of plan assets Armada Money Market Portfolio Mutual Fund $2,317,821 $2,317,821 $2,317,821 $ -- Armada Money Market Portfolio Mutual Fund 858,479 858,479 858,479 -- Armada Money Market Portfolio Mutual Fund 2,382,648 2,382,648 2,382,648 -- Armada Money Market Portfolio Mutual Fund 854,677 854,677 854,677 -- Putnam Voyager Fund Mutual Fund 854,677 854,677 854,677 -- S&P 500 Flagship Fund Mutual Fund 3,512,567 3,512,567 3,512,567 -- S&P 500 Flagship Fund Mutual Fund 3,512,567 2,862,944 3,512,567 649,623 12 15 OHM Corporation Retirement Savings Plan Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets (continued) CURRENT DESCRIPTION OF INVESTMENT VALUE OF INCLUDING MATURITY DATE, ASSET ON NET RATE OF INTEREST AND PURCHASE SELLING COST OF TRANSACTION GAIN IDENTITY OF ISSUER PAR OR MATURITY VALUE PRICE PRICE ASSET DATE (LOSS) - --------------------------------------------------------------------------------------------------------------------------------- Category (iii) - A series of transactions in excess of 5% of plan assets Armada Money Market Portfolio Mutual Fund 213 sales $ -- $15,719,914 $15,719,914 $15,719,914 $ -- 314 purchases 14,024,894 -- 14,024,894 14,024,894 -- LaSalle Income Plus Fund Mutual Fund 25 purchases 2,671,277 -- 2,671,277 2,671,277 -- 7 sales -- 167,022 167,022 167,022 -- Putnam Voyager Fund Mutual Fund 23 purchases 3,821,222 -- 3,821,222 3,821,222 -- 10 sales -- 470,516 384,603 470,516 85,913 Fidelity Balanced Fund Mutual Fund 23 purchases 2,321,328 -- 2,321,328 2,321,328 -- 11 sales -- 277,700 274,356 277,700 3,344 S&P Flagship Fund Mutual Fund 9 sales -- 3,721,006 3,069,660 3,721,006 647,900 29 purchases 6,021,850 -- 6,021,850 6,021,850 -- 13 16 OHM Corporation Retirement Savings Plan Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets (continued) CURRENT DESCRIPTION OF INVESTMENT VALUE OF INCLUDING MATURITY DATE, ASSET ON NET RATE OF INTEREST AND PURCHASE SELLING COST OF TRANSACTION GAIN IDENTITY OF ISSUER PAR OR MATURITY VALUE PRICE PRICE ASSET DATE (LOSS) - ---------------------------------------------------------------------------------------------------------------------------------- Category (iii) - A series of transactions in excess of 5% of plan assets (continued) OHM Corporation Common stock 20 purchases $1,484,353 $ -- $1,484,353 $1,484,353 $ -- 11 sales -- 478,230 503,513 478,230 (25,284) There were no category (ii) or (iv) reportable transactions during 1995 14 17 Exhibit 1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-24953) pertaining to the OHM Corporation Retirement Savings Plan and in the related Prospectus of our report dated June 7, 1996, with respect to the financial statements and schedules of OHM Corporation Retirement Savings Plan included in the Annual Report (Form 11-K) for the year ended December 31, 1995. ERNST & YOUNG LLP Columbus, Ohio June 25, 1996 18 SIGNATURE Pursuant to the requirements of the Securities Act of 1934, the Plan Committee members have duly caused this annual report to be signed and undersigned thereunto duly authorized. OHM CORPORATION RETIREMENT SAVINGS PLAN Date: June 28, 1996 By: /s/ JOHN J. RAY III ------------------------------ John J. Ray III Vice President, General Counsel and Secretary Committee Chairman, OHM Corporation Retirement Savings Plan Committee