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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): June 17, 1997
OHM Corporation
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(Exact Name of Registrant as Specified in Charter)
Ohio 1-9654 34-1503050
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
16406 U.S. Route 224 East, Findlay, Ohio 45840
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (419) 423-3529
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N/A
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(Former Name or Former Address, if Change Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On June 17, 1997, OHM Corporation ("OHM") acquired all of the issued
and outstanding capital stock of Beneco Enterprises, Inc., a Utah corporation
("Beneco"), from Bennie Smith, Jr., Robert Newberry and Scott Doxey
(collectively, the "Shareholders"), for an aggregate purchase price of
$14,700,000. The purchase price was payable at closing as follows: (i)
$9,700,000 in cash and (ii) unsecured promissory notes in the aggregate
principal amount of $5,000,000. The amount and form of the consideration was
determined on the basis of arms' length negotiations by the parties. OHM's
acquisition of Beneco was funded through borrowings under its existing
revolving credit facility with Citicorp, USA, Inc., Bank of America Illinois
and the other financial institutions a party thereto. Prior to the transactions
described above, OHM had no material relationship with Beneco or any of the
Shareholders.
The Company's press release issued June 18, 1997, which in part
describes this transaction, is hereby incorporated herein by reference and
included as Exhibit 99.1 of this Report on Form 8-K.
Item. 7 Financial Statements and Exhibits.
OHM Corporation will file an amendment to this Form 8-K on or before
September 1, 1997, which will present the financial statements required by this
item.
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(c) Exhibits.
2.1. Stock Purchase Agreement dated as of June 17, 1997 by and
among OHM Corporation, Beneco Enterprises, Inc., Bennie
Smith, Jr., Robert Newberry and Scott Doxey.*
99.1. Press release dated June 18, 1997, issued by OHM
Corporation.
*The Stock Purchase Agreement submitted herewith contains a list briefly
identifying the contents of all omitted schedules. OHM Corporation will furnish
supplementally a copy of any omitted schedule to the Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OHM CORPORATION
Date: July 2, 1997 By: /s/ Steven E. Harbour
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Name: Steven E. Harbour
Title: Vice President, Legal and
Secretary
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INDEX TO EXHIBITS
Exhibit Description of Exhibit
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2.1 Stock Purchase Agreement dated as of June 17, 1997 by and among
OHM Corporation, Beneco Enterprises, Inc., Bennie Smith, Jr.,
Robert Newberry and Scott Doxey.
99.1 Press release dated June 18, 1997 issued by OHM Corporation.