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Waste Management Holdings Inc, et al. – ‘SC 13D/A’ on 3/24/98 re: NSC Corp

As of:  Tuesday, 3/24/98   ·   Accession #:  950131-98-1925   ·   File #:  5-41096

Previous ‘SC 13D’:  ‘SC 13D/A’ on 3/10/98   ·   Latest ‘SC 13D’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/24/98  Waste Management Holdings Inc     SC 13D/A               2:10K  NSC Corp                          Donnelley R R & S… 03/FA
          Chemical Waste Management
          Rust Industrial Services, Inc.
          Rust International, Inc.
          Waste Management Inc/DE
          Wheelabrator Technologies Inc.

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment #3                             10     18K 
 2: EX-1        Ltr. Dtd. 3/3/98 From Waste Management to Issuer       1      8K

SC 13D/A   —   Schedule 13D Amendment #3
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
3Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"Item 7 -- . Material to Be Filed as Exhibits 
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 
(Amendment No. 3)*

NSC Corporation 
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock $.01 par value per share 
--------------------------------------------------------------------------------
(Title of Class of Securities)

00062938T1
--------------------------------------------------------------- 
(CUSIP Number)

Herbert A. Getz, Senior Vice President, 
General Counsel and Secretary 
Waste Management, Inc.
3003 Butterfield Road 
Oak Brook, Illinois 60523 
(630) 572-8840
------------------------------------------------------------------------------  
(Name, Address and Telephone Number of Person Authorized to Receive Notices and 
Communications) 

March 16, 1998
--------------------------------------------------------------- 
(Date of Event which Requires Filing of this Statement) 

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is               


SC 13D/A2nd Page of 10TOC1stPreviousNext↓BottomJust 2nd

filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[_].                                                                            

Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file 
reporting beneficial ownership of more than five percent of the class of        
securities described in Item 1; and (2) has filed no amendment subsequent       
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13d-7.)                                                               

Note:  Six copies of this statement, including all exhibits, should be filed    
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to 
be sent.                                                                        

* The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         


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   This Amendment No. 3 relates to the Statement on Schedule 13D, as amended
by Amendments No. 1 and 2 (the "Original Schedule 13D"), filed by Waste         
Management, Inc. ("WMX"), Chemical Waste Management, Inc. ("CWM"), Wheelabrator 
Technologies Inc. ("WTI"), Rust International Inc. ("Rust International"), Rust 
Industrial Services Inc. ("Rust Services") and Rust Remedial Services Holding   
Company Inc., a Delaware corporation ("Remedial Services"), with respect to the 
common stock, $.01 par value (the "Common Stock"), of NSC Corporation (the      
"Issuer"). This Amendment supplements and amends the Original Schedule 13D and  
should be read in conjunction therewith. Capitalized terms used but not         
otherwise defined herein have the meanings ascribed them in the Original        
Schedule 13D.                                                                   

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH         
RESPECT TO SECURITIES OF THE ISSUER.                        

In support of the Issuer's current efforts to explore strategic       
alternatives that may lead to a possible acquisition, merger or other business  
combination (collectively, the "Transaction") involving the Issuer, WMX has     
agreed not to dispose of shares of Common Stock of the Issuer beneficially owned
by WMX for a period of at least 270 days except in a Transaction approved by the
Issuer's board of directors. The Issuer has engaged BT Alex Brown to provide    
advisory and investment banking services in connection with the exploration of  
strategic alternatives.                                                         

Item 7 -- MATERIAL TO BE FILED AS EXHIBITS.                                     

Exhibit 1  Letter from Waste Management, Inc. to the Issuer.          

2                                                                               


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SIGNATURE 

     After reasonable inquiry and to the best of its knowledge and belief, Waste
Management, Inc. certifies that the information set forth in this Amendment is  
true, complete and correct.                                                     

              WASTE MANAGEMENT, INC.

               By: /s/ Herbert A. Getz
                                       -----------------------------------------
             Herbert A. Getz
                    Senior Vice President,
                           General Counsel and Secretary

Dated:  March 23, 1998                                                          

3                                                                               


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SIGNATURE 

After reasonable inquiry and to the best of its knowledge and belief, 
Wheelabrator Technologies Inc. certifies that the information set forth in this 
Amendment is true, complete and correct.                                        

                WHEELABRATOR TECHNOLOGIES INC.

        By: /s/ Thomas A. Witt
                                ----------------------------------------
      Thomas A. Witt
 Secretary

Dated:  March 23, 1998                                                          

4                                                                               


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SIGNATURE 

After reasonable inquiry and to the best of its knowledge and belief, 
Chemical Waste Management, Inc. certifies that the information set forth in this
Amendment is true, complete and correct.                                        

                   CHEMICAL WASTE MANAGEMENT, INC.

          By: /s/ Thomas A. Witt
                                  ----------------------------------------
        Thomas A. Witt
   Secretary

Dated:  March 23, 1998                                                          

5                                                                               


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SIGNATURE 

    After reasonable inquiry and to the best of its knowledge and belief, Rust
Industrial Services Inc. certifies that the information set forth in this       
Amendment is true, complete and correct.                                        

                   RUST INDUSTRIAL SERVICES INC.

           By: /s/ Dale B. Tauke
                                   ---------------------------------------
         Dale B. Tauke
          Vice President

Dated:  March 23, 1998                                                          

6                                                                               


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SIGNATURE 

    After reasonable inquiry and to the best of its knowledge and belief, Rust
International Inc. certifies that the information set forth in this Amendment is
true, complete and correct.                                                     

             RUST INTERNATIONAL INC.

             By: /s/ Herbert A. Getz
                                      ------------------------------------------
           Herbert A. Getz
          Vice President

Dated:  March 19, 1998                                                          

7                                                                               


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SIGNATURE 

    After reasonable inquiry and to the best of its knowledge and belief, Rust
Remedial Services Holding Company Inc. certifies that the information set forth 
in this Amendment is true, complete and correct.                                

                           RUST REMEDIAL SERVICES HOLDING COMPANY INC.

     By: /s/ Dale B. Tauke
                                ------------------------------------------
   Dale B. Tauke
    Vice President

Dated:  March 23, 1998                                                          

8                                                                               


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EXHIBIT INDEX 

EXHIBIT NO.          DESCRIPTION                                                

Exhibit 1        Letter from Waste Management, Inc. to the Issuer.

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13D/A’ Filing    Date First  Last      Other Filings
8/31/991
Filed on:3/24/98
3/23/9849
3/19/9888-K
3/16/981
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