SEC Info - Waste Management Holdings Inc, et al. - ‘SC 13D’ on 6/9/95 re: Ohm Corp

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Waste Management Holdings Inc, et al. – ‘SC 13D’ on 6/9/95 re: Ohm Corp

As of: Friday, 6/9/95 · Accession #: 950131-95-1586 · File #: 5-38374

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

 6/09/95  Waste Management Holdings Inc     SC 13D                 1:40K  Ohm Corp                          Donnelley R R & S… 03/FA
          Chemical Waste Management, Inc.
          Rust Holding Company Inc.
          Rust International Inc.
          WMX Technologies Inc

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             26     84K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of Issuer Material to Be Filed as Exhibits Purpose of the Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
6	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
7	Item 4. Purpose of the Transaction
8	Item 5. Interest in Securities of Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
10	Item 7. Material to Be Filed as Exhibits

SC 13D 1st Page of 26 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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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. ____)* 

OHM Corporation 
________________________________________________________________________________
(Name of Issuer)  

Common Stock $.10 par value per share 
________________________________________________________________________________
(Title of Class of Securities)

670839 10 9 
_______________________________________________________________ 
(CUSIP Number)  

See below 
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and 
Communications) 

May 30, 1995  
_______________________________________________________________ 
(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 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).                                                                         

Herbert A. Getz, Secretary                Thomas A. Witt, Secretary             
WMX Technologies, Inc.                    Chemical Waste Management, Inc.       
3003 Butterfield Road                     3003 Butterfield Road                 
Oak Brook, Illinois 60521                 Oak Brook, Illinois 60521             
(708) 572-8840                            (708) 218-1671                        

Stephen P. Stanczak, Secretary                                                  
Rust Holding Company Inc.                                                       
Rust International Inc.                                                         
3003 Butterfield Road                                                           
Oak Brook, Illinois 60521                                                       
(708) 572-8849                                                                  

SC 13D 2nd Page of 26 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D  
-----------------------                                  ---------------------  
CUSIP NO. 670839 10 9                                    PAGE 2 OF 26 PAGES   
-----------------------                                  ---------------------  

------------------------------------------------------------------------------  
NAME OF REPORTING PERSON                                            
1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                        
WMX Technologies, Inc.                                              
IRS Identification No. 36-266073                                    
------------------------------------------------------------------------------  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                   
2    Not Applicable                                            (a) [_]        
                                                       (b) [_]
------------------------------------------------------------------------------  
SEC USE ONLY                                                        
3                                                                             

------------------------------------------------------------------------------  
SOURCE OF FUNDS*                                                    
4    Not Applicable                                                           

------------------------------------------------------------------------------  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   
TO ITEMS 2(d) or 2(e) [_]                                           
5    Not Applicable                                                           
------------------------------------------------------------------------------  
CITIZENSHIP OR PLACE OF ORGANIZATION                                
6    Delaware                                                                 

------------------------------------------------------------------------------  
SOLE VOTING POWER           
7                                     
NUMBER OF            10,368,000                                       

    SHARES       -----------------------------------------------------------
SHARED VOTING POWER         
BENEFICIALLY      8                                                       
0                           
OWNED BY                                                              
                 -----------------------------------------------------------
EACH               SOLE DISPOSITIVE POWER                         
9                                     
REPORTING             10,368,000                                        

    PERSON       -----------------------------------------------------------
SHARED DISPOSITIVE POWER    
WITH          10                                                  
0                           

------------------------------------------------------------------------------  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        
11    10,368,000                                                                

------------------------------------------------------------------------------  
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12    [_]                                                                       
Not Applicable                                                      
------------------------------------------------------------------------------  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                  
13    38%                                                                       

------------------------------------------------------------------------------  
TYPE OF REPORTING PERSON*                                           
14    CO                                                                        

------------------------------------------------------------------------------  
*SEE INSTRUCTIONS BEFORE FILLING OUT! 

SC 13D 3rd Page of 26 TOC 1st Previous Next ↓Bottom Just 3rd
SCHEDULE 13D  
-----------------------                                  ---------------------  
CUSIP NO. 670839 10 9                                    PAGE 3 OF 26 PAGES   
-----------------------                                  ---------------------  

------------------------------------------------------------------------------  
NAME OF REPORTING PERSON                                            
1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                        
Chemical Waste Management, Inc.                                     
IRS Identification No. 36-2989152                                   
------------------------------------------------------------------------------  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                   
2    Not Applicable                                            (a) [_]        
                                                       (b) [_]
------------------------------------------------------------------------------  
SEC USE ONLY                                                        
3                                                                             

------------------------------------------------------------------------------  
SOURCE OF FUNDS*                                                    
4    Not Applicable                                                           

------------------------------------------------------------------------------  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   
TO ITEMS 2(d) or 2(e) [_]                                           
5    Not Applicable                                                           
------------------------------------------------------------------------------  
CITIZENSHIP OR PLACE OF ORGANIZATION                                
6    Delaware                                                                 

------------------------------------------------------------------------------  
SOLE VOTING POWER           
7                                     
NUMBER OF            9,668,000                                        

    SHARES       -----------------------------------------------------------
SHARED VOTING POWER         
BENEFICIALLY      8                                                       
0                           
OWNED BY                                                              
                 -----------------------------------------------------------
EACH               SOLE DISPOSITIVE POWER                         
9                                     
REPORTING             9,668,000                                         

    PERSON       -----------------------------------------------------------
SHARED DISPOSITIVE POWER    
WITH          10                                                  
0                           

------------------------------------------------------------------------------  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        
11    9,668,000                                                                 

------------------------------------------------------------------------------  
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12    [_]                                                                       
Not Applicable                                                      
------------------------------------------------------------------------------  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                  
13    37%                                                                       

------------------------------------------------------------------------------  
TYPE OF REPORTING PERSON*                                           
14    CO                                                                        

------------------------------------------------------------------------------  
*SEE INSTRUCTIONS BEFORE FILLING OUT! 

SC 13D 4th Page of 26 TOC 1st Previous Next ↓Bottom Just 4th
SCHEDULE 13D  
-----------------------                                  ---------------------  
CUSIP NO. 670839 10 9                                    PAGE 4 OF 26 PAGES   
-----------------------                                  ---------------------  

------------------------------------------------------------------------------  
NAME OF REPORTING PERSON                                            
1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                        
Rust Holding Company Inc.                                           
IRS Identification No. 36-4021637                                   
------------------------------------------------------------------------------  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                   
2    Not Applicable                                            (a) [_]        
                                                       (b) [_]
------------------------------------------------------------------------------  
SEC USE ONLY                                                        
3                                                                             

------------------------------------------------------------------------------  
SOURCE OF FUNDS*                                                    
4    Not Applicable                                                           

------------------------------------------------------------------------------  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   
TO ITEMS 2(d) or 2(e) [_]                                           
5    Not Applicable                                                           
------------------------------------------------------------------------------  
CITIZENSHIP OR PLACE OF ORGANIZATION                                
6    Delaware                                                                 

------------------------------------------------------------------------------  
SOLE VOTING POWER           
7                                     
NUMBER OF            9,668,000                                        

    SHARES       -----------------------------------------------------------
SHARED VOTING POWER         
BENEFICIALLY      8                                                       
0                           
OWNED BY                                                              
                 -----------------------------------------------------------
EACH               SOLE DISPOSITIVE POWER                         
9                                     
REPORTING             9,668,000                                         

    PERSON       -----------------------------------------------------------
SHARED DISPOSITIVE POWER    
WITH          10                                                  
0                           

------------------------------------------------------------------------------  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        
11    9,668,000                                                                 

------------------------------------------------------------------------------  
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12    [_]                                                                       
Not Applicable                                                      
------------------------------------------------------------------------------  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                  
13    37%                                                                       

------------------------------------------------------------------------------  
TYPE OF REPORTING PERSON*                                           
14    CO                                                                        

------------------------------------------------------------------------------  
*SEE INSTRUCTIONS BEFORE FILLING OUT! 

SC 13D 5th Page of 26 TOC 1st Previous Next ↓Bottom Just 5th
SCHEDULE 13D  
-----------------------                                  ---------------------  
CUSIP NO. 670839 10 9                                    PAGE 5 OF 26 PAGES   
-----------------------                                  ---------------------  

------------------------------------------------------------------------------  
NAME OF REPORTING PERSON                                            
1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                        
Rust International Inc.                                             
IRS Identification No. 63-1081055                                   
------------------------------------------------------------------------------  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                   
2    Not Applicable                                            (a) [_]        
                                                       (b) [_]
------------------------------------------------------------------------------  
SEC USE ONLY                                                        
3                                                                             

------------------------------------------------------------------------------  
SOURCE OF FUNDS*                                                    
4    Not Applicable                                                           

------------------------------------------------------------------------------  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   
TO ITEMS 2(d) or 2(e) [_]                                           
5    Not Applicable                                                           
------------------------------------------------------------------------------  
CITIZENSHIP OR PLACE OF ORGANIZATION                                
6    Delaware                                                                 

------------------------------------------------------------------------------  
SOLE VOTING POWER           
7                                     
NUMBER OF            9,668,000                                        

    SHARES       -----------------------------------------------------------
SHARED VOTING POWER         
BENEFICIALLY      8                                                       
0                           
OWNED BY                                                              
                 -----------------------------------------------------------
EACH               SOLE DISPOSITIVE POWER                         
9                                     
REPORTING             9,668,000                                         

    PERSON       -----------------------------------------------------------
SHARED DISPOSITIVE POWER    
WITH          10                                                  
0                           

------------------------------------------------------------------------------  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        
11    9,668,000                                                                 

------------------------------------------------------------------------------  
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12    [_]                                                                       
Not Applicable                                                      
------------------------------------------------------------------------------  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                  
13    37%                                                                       

------------------------------------------------------------------------------  
TYPE OF REPORTING PERSON*                                           
14    CO                                                                        

------------------------------------------------------------------------------  
*SEE INSTRUCTIONS BEFORE FILLING OUT! 

SC 13D 6th Page of 26 TOC 1st Previous Next ↓Bottom Just 6th
ITEM 1.  SECURITY AND ISSUER                                                    
-------------------                                           

The class of equity securities to which this Statement relates is the 
common stock, $.10 par value (the "Common Stock") of OHM Corporation, an Ohio   
corporation (the "Issuer").  The principal executive offices of the Issuer are  
located at 16406 U.S. Route 224 East, Findlay, Ohio 45840.                      

ITEM 2.  IDENTITY AND BACKGROUND                                                
-----------------------                                       

     This statement is being filed jointly by WMX Technologies, Inc., a Delaware
corporation ("WMX"), by WMX's wholly-owned subsidiary, Chemical Waste           
Management, Inc., a Delaware corporation ("CWM"), by CWM's 58%-owned subsidiary,
Rust Holding Company Inc., a Delaware corporation ("Rust Holding"), and by Rust 
Holding's 96%-owned subsidiary, Rust International Inc., a Delaware corporation 
("Rust").  The principal business and principal executive offices of WMX, CWM   
and Rust Holding are located at 3003 Butterfield Road, Oak Brook, Illinois      
60521.  The principal business and principal executive offices of Rust are      
located at 100 Corporate Parkway, Birmingham, Alabama 35242.                    

   Executive Officers and Directors of WMX, CWM, Rust Holding and Rust.  The
name, business address, present principal occupation and citizenship of each    
executive officer and director of WMX, CWM, Rust Holding and Rust are set forth 
in Appendices A, B, C and D hereto, which are incorporated herein by reference. 

   During the last five years, neither WMX, CWM, Rust Holding nor Rust, nor,
to the best knowledge of WMX, CWM, Rust Holding or Rust, any of their respective
executive officers or directors, has been convicted in any criminal proceeding  
(excluding traffic violations or similar misdemeanors) or has been a party to a 
civil proceeding before a judicial or administrative body of competent          
jurisdiction and as a result of such proceeding is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or         
mandating activities subject to, federal or state securities laws or finding any
violations with respect to such laws.                                           

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      
-------------------------------------------------             

   WMX, CWM, Rust Holding and Rust beneficially acquired 9,668,000 shares of
Common Stock (the "Shares") on May 30, 1995 pursuant to the terms of an         
Agreement and Plan of Reorganization that was entered into on December 5, 1994  
and amended on May 4, 1995 by and among Rust, several wholly-owned Rust         
subsidiaries and the Issuer (the "Reorganization Agreement") (Exhibit 1 hereto).
Pursuant to the Reorganization Agreement, Rust Environmental Inc., a wholly-    
owned subsidiary of Rust ("REI"), merged with and into a subsidiary of the      
Issuer as a result of which the Issuer acquired substantially all of the assets 
and certain of the liabilities comprising the environmental remediation services
businesses conducted by Rust (the "Merger").  In the Merger, the outstanding    
shares of REI were converted into the Shares.  The Reorganization Agreement and 
the Merger are described in detail in the Issuer's Proxy Statement              

6 

SC 13D 7th Page of 26 TOC 1st Previous Next ↓Bottom Just 7th
dated May 10, 1995 (the "OHM Proxy Statement") under the heading "The           
Reorganization Agreement," which section is incorporated herein by reference    
(Exhibit 2 hereto).                                                             

In addition, the Issuer has issued to WMX a warrant (the "Warrant")   
(Exhibit 3 hereto) exercisable for five years, to purchase 700,000 shares of    
Common Stock at $15.00 per share (the "Warrant Shares") in connection with a    
guarantee agreement (the "Guarantee Agreement") (Exhibit 4 hereto) between the  
Issuer and WMX.  The Guarantee Agreement provides that in exchange for the      
Warrant, WMX will guarantee the indebtedness of the Issuer and/or its           
subsidiaries in an amount not to exceed the Guarantee Amount, which on the date 
of the Merger was $62,000,000, but may be increased from time to time, all as   
set forth in Exhibit 4 hereto and described under the caption "The              
Reorganization Agreement - The Guarantee Agreement" in the OHM Proxy Statement, 
which section is incorporated herein by reference.                              

ITEM 4.  PURPOSE OF THE TRANSACTION                                             
--------------------------                                    

   As noted above, WMX, CWM, Rust Holding and Rust acquired their beneficial
ownership of the Shares (and WMX acquired its beneficial ownership of the       
Warrant Shares) in connection with the Merger consummated pursuant to the       
Reorganization Agreement.  In addition, in connection with the transactions     
contemplated by the Reorganization Agreement, the Issuer, WMX and Rust have     
entered into a Standstill and Non-Competition Agreement (the "Standstill        
Agreement") (Exhibit 5 hereto) to provide for certain arrangements with respect 
to the ownership and voting of Common Stock by WMX, Rust and their respective   
affiliates (the "WMX Group"), including an aggregate ownership limit of 40% of  
the Common Stock, or such lesser percentage as may exist from time to time as a 
result of voluntary dispositions by the WMX Group.  The Standstill Agreement    
further provides that, following the Merger, three nominees designated by the   
WMX Group will be filled by the Issuer's Board.  The Standstill Agreement is    
more fully described below under Item 6.                                        

Also as noted above, WMX has the right to acquire the Warrant Shares  
pursuant to the terms of the Warrant.  The Warrant provides, among other things,
that the acquisition by WMX of any of the Warrant Shares upon exercise of all or
any portion of the Warrant is subject to the ownership limitation on the WMX    
Group set forth in the Standstill Agreement, as described above and under Item 6
hereof.                                                                         

  WMX, CWM, Rust Holding and Rust intend to hold the Shares for investment
subject to the terms of the Guarantee Agreement and the Standstill Agreement and
have no current intention to increase or decrease their ownership interest in   
OHM.  WMX reserves the right, however, to exercise the Warrant from time to time
as market conditions dictate, thereby acquiring the Warrant Shares subject to   
the terms of the Warrant and the Guarantee Agreement.                           

Except as otherwise indicated in this Item 4, neither WMX, CWM, Rust  
Holding nor Rust, nor any person named in Appendices A, B, C or D hereto, in his
or her capacity as an officer or director of WMX, CWM, Rust Holding or Rust has 
any present plans or proposals                                                  

7 

SC 13D 8th Page of 26 TOC 1st Previous Next ↓Bottom Just 8th
with respect to the Issuer that relate to or that could result in the occurrence
of any of the events set forth in paragraphs (a) through (j) of Item 4 of       
Schedule 13D.                                                                   

ITEM 5.  INTEREST IN SECURITIES OF ISSUER                                       
--------------------------------                              

     (a) WMX beneficially owns a total of 10,368,000 shares of Common Stock, and
CWM, Rust Holding and Rust beneficially own a total of 9,668,000 shares of      
Common Stock, representing (assuming in the case of WMX that the Warrant Shares 
have been issued and are outstanding) approximately 38% and 37%, respectively,  
of the total number of such shares outstanding, as reflected in the Proxy       
Statement.  Information regarding beneficial ownership of shares of Common Stock
by directors and executive officers of WMX, CWM, Rust Holding and Rust is set   
forth in Appendices E, F, G and H hereto, which information is incorporated     
herein by references.                                                           

     (b) WMX, CWM, Rust Holding and Rust have shared voting and investment power
over the Shares.  WMX has sole voting investment power over the Warrant Shares. 
Except as set forth in Appendices E, F, G and H, each of the persons referred in
the second sentence of paragraph (a) above has the sole power to vote or to     
direct the vote and the sole power to dispose of, or to direct the disposition  
of, the shares of Common Stock beneficially owned by such person.               

 (c) Except for the acquisition of the Shares described above in Item 3,
during the past 60 days, neither WMX, CWM, Rust Holding nor Rust, nor, to the   
best knowledge of WMX, CWM, Rust Holding nor Rust, any of their respective      
directors or executive officers has effected any transaction in Common Stock.   

   (d) Except as set forth in Appendices E, F, G and H, no person other than
the persons named in paragraph (a) above has the right to receive or the power  
to direct the receipt of dividends from, or the proceeds from the sale of, the  
shares of Common Stock beneficially owned by him or it.                         

(e)  Not applicable.                                                  

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

As noted above under Item 3, in connection with the transactions      
contemplated by the Reorganization Agreement, the Issuer, WMX and Rust entered  
into the Standstill Agreement which provides that no member of the WMX Group    
will acquire any of the Common Stock or any of the Issuer's other securities    
entitled to vote generally for the election of directors, in each case now or   
hereinafter outstanding (the "Voting Securities"), other than (i) pursuant to   
the Reorganization Agreement, (ii) pursuant to exercise of the Warrant, or (iii)
in acquisitions, including exercise of the Warrant, that do not result in the   
aggregate ownership by the WMX Group of more than 40% of the Company's Voting   
Securities, or such lesser percentage as may                                    

8 

SC 13D 9th Page of 26 TOC 1st Previous Next ↓Bottom Just 9th
exist from time to time as the result of voluntary dispositions by the WMX Group
(the "Ownership Limit").                                                        

Pursuant to the Standstill Agreement, no member of the WMX Group shall
acquire Voting Securities which would result in the WMX Group owning Voting     
Securities beyond the Ownership Limit unless the acquisition is (i) made        
pursuant to an offer for all of the Issuer's outstanding Voting Securities at   
the same price, and (ii) is approved by either the Issuer's independent         
directors or the Issuer's shareholders, other than the WMX Group and certain    
other shareholders, pursuant to the Control Share Acquisition provisions of the 
Issuer's Amended and Restated Articles of Incorporation.  The Standstill        
Agreement also provides that if the WMX Group's ownership level falls below 20% 
of the outstanding Voting Securities, the WMX Group shall have an option to     
purchase from the Issuer sufficient Voting Securities at fair market value to   
raise its ownership to not more than 21% of the outstanding Voting Securities.  
The WMX Group, pursuant to the Standstill Agreement, agreed, among other things,
not to solicit proxies in opposition to any matter recommended by a majority of 
the Issuer's directors not representing Rust (the "Non-Rust Directors"), or to  
solicit a tender offer or business combination.                                 

As noted above, the number of members of the Board of Directors of the
Issuer was increased from six to nine members immediately following the Merger, 
thereby creating three vacancies on the Board which were filled with three      
designees of Rust.  Thereafter, as long as the WMX Group owns at least 20% of   
the Voting Securities, the Issuer will include as nominees to the Board a number
of Rust designees proportionate to the WMX Group's ownership interest (to the   
lowest corresponding whole directorship).  Furthermore, so long as the WMX Group
owns at least 20% of the outstanding Voting Securities, WMX shall take all      
actions in its control to include at least three independent directors on the   
Issuer's Board.  The Standstill Agreement provides that the WMX Group shall vote
its Common Stock for the Issuer's nominees to the Board of Directors selected by
a majority of the Non-Rust Directors.  The WMX Group shall vote on all other    
matters (i) in accordance with the recommendations of the majority of the Non-  
Rust Directors or (ii) if no recommendation is made, in the same proportion as  
other stockholders of the Issuer shall vote.                                    

     Also as noted above in Items 3 and 4 hereof, WMX has agreed pursuant to the
Guarantee Agreement (Exhibit 4 hereto) that, in exchange for the Warrant, WMX   
shall guarantee indebtedness of the Issuer and/or its subsidiaries in an amount 
not to exceed the Guarantee Amount, which, shall initially be $62,000,000, but  
may be increased from time to time by an amount equal to $13,000,000 multiplied 
by a fraction, (i) the numerator of which is the number of shares of Common     
Stock purchased by WMX or its affiliates upon exercise of all or any part of the
Warrant, or if WMX sells, assigns or transfers the Warrant, or a portion        
thereof, to any person other than any affiliate, the number of shares of Common 
Stock underlying the Warrant, or portion thereof, which is sold, assigned or    
transferred, but not more in the aggregate than 700,000 and (ii) the denominator
of which shall be 700,000.                                                      

9 

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ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS                                      
--------------------------------                            

 The following exhibits are filed herewith or incorporated by reference:

     1.   Agreement and Plan of Reorganization, dated as of December 5, 1994 and
amended as of May 4, 1995, among OHM Corporation ("OHM"), Rust Remedial Services
Inc., EnClean Environmental Services Group, Inc., Rust Environmental Inc. and   
Rust International Inc. ("Rust") (incorporated by reference to Appendix B to    
OHM's proxy statement dated May 10, 1995, Commission file no. 1-9654).          

   2.   OHM's proxy statement dated May 10, 1995 (incorporated by reference,
Commission file no. 1-9654).                                                    

  3.   Warrant Agreement by and between WMX Technologies, Inc. ("WMX") and
OHM, dated as of May 30, 1995 (incorporated by reference to Exhibit A to        
Schedule 9.6 to Appendix B to OHM's proxy statement dated May 10, 1995,         
Commission file no. 1-9654).                                                    

  4.   Guarantee Agreement by and between WMX and OHM, dated as of May 30,
1995 (incorporated by reference to Schedule 9.6 to Appendix B to OHM's proxy    
statement dated May 10, 1995, Commission file no. 1-9654).                      

 5.   Standstill and Non-Competition Agreement by and among WMX, OHM and
Rust, dated as of May 30, 1995 (incorporated by reference to Schedule 9.9 to    
Appendix B to OHM's proxy statement dated May 10, 1995, Commission file no.     
1-9654).                                                                        

10

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SIGNATURE 

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

  WMX TECHNOLOGIES, INC.

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

Dated:  June 8, 1995                                                            

11

SC 13D 12th Page of 26 TOC 1st Previous Next ↓Bottom Just 12th
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/ Brian J. Clarke
                              ----------------------------------------
      Vice President

Dated:  June 8, 1995                                                            

12

SC 13D 13th Page of 26 TOC 1st Previous Next ↓Bottom Just 13th
SIGNATURE 

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

     RUST HOLDING COMPANY INC.

          By:    /s/ Stephen P. Stanczak
                                 -------------------------------------------
      Vice President

Dated:  June 8, 1995                                                            

13

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SIGNATURE 

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

   RUST INTERNATIONAL INC.

          By:    /s/ Stephen P. Stanczak
                                 -------------------------------------------
      Vice President

Dated:  June 8, 1995                                                            

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APPENDIX A

EXECUTIVE OFFICERS AND DIRECTORS OF WMX                                         
---------------------------------------                                         

   The name and principal occupation or employment of each executive officer
and director of WMX are set forth below.  Except as otherwise noted below, the  
business address of each such person is 3003 Butterfield Road, Oak Brook,       
Illinois 60521.  Each such person is a citizen of the United States.            

DIRECTORS                                                             
---------                                                             

H. Jesse Arnelle                                            
Arnelle & Hastie                                            
455 Market Street, 23rd Floor                               
San Francisco, California 94105                             

Howard H. Baker, Jr.                                        
Baker, Worthington, Crossley, Stansberry & Woolf            
Three Courthouse Square                                     
P.O. Box 8                                                  
Huntsville, Tennessee 37756                                 

Dr. Pastora San Juan Cafferty                               
The University of Chicago                                   
The School of Social Service Administration                 
969 East 60th Street                                        
Chicago, Illinois 60637                                     

Dean L. Buntrock                                            
Chairman of the Board and Chief Executive Officer           

Jerry E. Dempsey                                            
PPG Industries, Inc.                                        
One PPG Place                                               
Pittsburgh, Pennsylvania 15272                              

James B. Edwards                                            
Medical University of South Carolina                        
171 Ashley Avenue                                           
Charleston, South Carolina 29425                            

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Donald F. Flynn                                             
Flynn Enterprises, Inc.                                     
676 North Michigan Avenue                                   
Suite 4000                                                  
Chicago, Illinois 60611                                     

Peter H. Huizenga                                           
Huizenga Capital Management                                 
2215 York Road, Suite 500                                   
Oak Brook, Illinois 60521                                   

Peer Pedersen                                               
Pedersen & Houpt, P.C.                                      
Suite 3400                                                  
180 North LaSalle Street                                    
Chicago, Illinois 60601                                     

James R. Peterson                                           
7762 Lochmere Terrace                                       
Edina, Minnesota 55439                                      

Phillip B. Rooney                                           
President and Chief Operating Officer                       

Alexander B. Trowbridge                                     
Trowbridge Partners, Inc.                                   
1155 Connecticut Avenue, N.W.                               
Suite 800                                                   
Washington, D.C. 20036                                      

EXECUTIVE OFFICERS (WHO ARE NOT DIRECTORS)                                      
------------------------------------------                                      

Herbert A. Getz                                             
Senior Vice President, Secretary and General Counsel        

Thomas C. Hau                                               
Vice President and Controller                               

James E. Koenig                                             
Senior Vice President and Chief Financial Officer           

D. P. Payne                                                 
Senior Vice President - Corporate and Public Affairs        

Donald A. Wallgren                                          
Vice President - Chief Environmental Officer                

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APPENDIX B

EXECUTIVE OFFICERS AND DIRECTORS OF CWM                                         
---------------------------------------                                         

   The name and principal occupation or employment of each executive officer
and director of CWM are set forth below.  Except as otherwise noted below, the  
business address of each such person is 3003 Butterfield Road, Oak Brook,       
Illinois 60521.  Each such person is a citizen of the United States.            

DIRECTORS                                                             
---------                                                             

Brian J. Clarke                                             
Vice President and General Counsel                          

Michael J. Cole                                             
President                                                   

Jerome D. Girsch                                            
Executive Vice President and Controller                     

D.P. Payne                                                  
Chairman of the Board                                       

EXECUTIVE OFFICERS (WHO ARE NOT DIRECTORS)                            
------------------------------------------                            

Raul A. Deju                                                
Vice President                                              
Chemical Waste Management, Inc.                             
4227 Technology Drive                                       
Fremont, California 94538-6337                              

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APPENDIX C

EXECUTIVE OFFICERS AND DIRECTORS OF RUST HOLDING                                
------------------------------------------------                                

The name of each executive officer and director of Rust Holding is set
forth below.  Except as otherwise noted below, the principal occupation or      
employment of each such person is set forth in Appendix C hereto.  Except as    
otherwise noted below, the business address of each such person is 3003         
Butterfield Road, Oak Brook, Illinois 60521.  Each such person is a citizen of  
the United States.                                                              

DIRECTORS                                                             
---------                                                             

Dean L. Buntrock                                            

Rodney C. Gilbert                                           
President and Chief Executive Officer                       

James E. Koenig                                             

Phillip B. Rooney                                           

EXECUTIVE OFFICERS (WHO ARE NOT DIRECTORS)                            
------------------------------------------                            

Victor J. Barnhart                                          
Vice President                                              

Michael T. Brown                                            
Vice President                                              
Rust International Inc.                                     
100 Corporate Parkway                                       
Birmingham, AL 35242                                        

Walter G. Browning                                          
Vice President and General Counsel                          
Rust International Inc.                                     
100 Corporate Parkway                                       
Birmingham, AL 35242                                        

Aubrey A. Free                                              
Vice President                                              
Rust International Inc.                                     
100 Corporate Parkway                                       
Birmingham, AL 35242                                        

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John J. Goody                                               
Vice President                                              
Rust International Inc.                                     
100 Corporate Parkway                                       
Birmingham, AL 35242                                        

Thomas C. Leonhardt                                         
Vice President                                              
Rust Environment & Infrastructure                           
15 Brendan Way                                              
Greenville, South Carolina 29615                            

Mark T. Spears                                              
Controller                                                  
Rust International Inc.                                     
100 Corporate Parkway                                       
Birmingham, Alabama 35242                                   

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APPENDIX D

EXECUTIVE OFFICERS AND DIRECTORS OF RUST                                        
----------------------------------------                                        

     The name of each executive officer and director of Rust is set forth below.
Except as otherwise noted below, the principal occupation or employment of each 
such person is set forth in Appendices A or C hereto.  Except as otherwise noted
below, the business address of each such person is 100 Corporate Parkway        
Birmingham, Alabama 35242.  Each such person is a citizen of the United States. 

DIRECTORS                                                             
---------                                                             

Dean L. Buntrock                                            
WMX Technologies, Inc.                                      
3003 Butterfield Road                                       
Oak Brook, Illinois 60521                                   

J. Mason Davis, Jr.                                         
Sirote & Permutt, P.C.                                      
2222 Arlington Avenue South                                 
Birmingham, Alabama 35205                                   

Rodney C. Gilbert                                           

James E. Koenig                                             
WMX Technologies, Inc.                                      
3003 Butterfield Road                                       
Oak Brook, Illinois 60521                                   

D.P. Payne                                                  
WMX Technologies, Inc.                                      
3003 Butterfield Road                                       
Oak Brook, Illinois 60521                                   

Phillip B. Rooney                                           
WMX Technologies, Inc.                                      
3003 Butterfield Road                                       
Oak Brook, Illinois 60521                                   

Lawrason D. Thomas                                          
Amoco Corporation                                           
200 E. Randolph, Mail Code #3000                            
Chicago, Illinois 60601                                     

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Michael von Clemm                                           
Highmount Capital                                           
2 Drayson Mews                                              
London W8 4LY                                               

EXECUTIVE OFFICERS (WHO ARE NOT DIRECTORS)                            
------------------------------------------                            

Victor J. Barnhart                                          
3003 Butterfield Road                                       
Oak Brook, Illinois 60521                                   

Michael T. Brown                                            

Walter G. Browning                                          

Aubrey A. Free                                              

John J. Goody                                               

Thomas C. Leonhardt                                         
Rust Environment & Infrastructure                           
15 Brendan Way                                              
Greenville, South Carolina 29615                            

Mark T. Spears                                              

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APPENDIX E

BENEFICIAL OWNERSHIP OF OHM CORPORATION 
COMMON STOCK BY WMX DIRECTORS AND EXECUTIVE OFFICERS
----------------------------------------------------

  The beneficial ownership of shares of OHM Corporation Common Stock as of
May 30, 1995 of each director and executive officer of WMX is set forth below:  

                                                                [Download Table]


                                   OHM CORPORATION                          
         WMX DIRECTORS              COMMON STOCK            PERCENT OF CLASS
         -------------             ---------------          ----------------
                                                                            
H. Jesse Arnelle                         --                        --       
Howard H. Baker, Jr.                     --                        --       
Dean L. Buntrock                         --                        --       
Pastora San Juan Cafferty                --                        --       
Jerry E. Dempsey                       5,000                       *        
James B. Edwards                         --                        --       
Donald F. Flynn                          --                        --       
Peter H. Huizenga                        --                        --       
Peer Pedersen                            --                        --       
James R. Peterson                        --                        --       
Phillip B. Rooney                        --                        --       
Alexander B. Trowbridge                  --                        --       

     WMX EXECUTIVE OFFICERS                                                 
     (who are not Directors)                                                
     -----------------------                                                
Herbert A. Getz                          --                        --       
Thomas C. Hau                            --                        --       
James E. Koenig                          150/(1)/                  *        
D.P. Payne                               --                        --       
Donald A. Wallgren                       --                        --       

DIRECTORS AND EXECUTIVE OFFICERS                                            
 AS A GROUP                            5,150                       *        

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

/*/Less than one percent                                                        

/(1)/ The ownership of shares shown for Mr. Koenig are shares held by him as    
    trustee of a family trust in which Mr. Koenig has no pecuniary interest.

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APPENDIX F

BENEFICIAL OWNERSHIP OF OHM CORPORATION 
COMMON STOCK BY CWM DIRECTORS AND EXECUTIVE OFFICERS
----------------------------------------------------

  The beneficial ownership of shares of OHM Corporation Common Stock as of
May 30, 1995 of each director and executive officer of CWM is set forth below:  

                                                                [Download Table]


                                 OHM CORPORATION                              
      CWM DIRECTORS               COMMON STOCK                PERCENT OF CLASS
      -------------              ---------------              ----------------
                                                                              
Brian J. Clarke                        --                            --       
Michael J. Cole                        --                            --       
Jerome D. Girsch                       --                            --       
D. P. Payne                            --                            --       

 CWM EXECUTIVE OFFICERS                                                       
 (who are not Directors)                                                      
 -----------------------                                                      
Raul A. Deju                           --                            --       

DIRECTORS AND EXECUTIVE                                                       
 OFFICERS AS A GROUP                   --                            --       


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APPENDIX G

BENEFICIAL OWNERSHIP OF OHM CORPORATION 
COMMON STOCK BY RUST HOLDING DIRECTORS AND EXECUTIVE OFFICERS 
------------------------------------------------------------- 

  The beneficial ownership of shares of OHM Corporation Common Stock as of
May 30, 1995 of each director and executive officer of Rust Holding is set forth
below:                                                                          

                                                                [Download Table]


                                       OHM CORPORATION                          
      RUST HOLDING DIRECTORS            COMMON STOCK            PERCENT OF CLASS
      ----------------------           ---------------          ----------------
                                                                                
Dean L. Buntrock                             --                        --       
Rodney C. Gilbert                            --                        --       
James E. Koenig                              150/(1)/                  *        
Phillip B. Rooney                            --                        --       

RUST HOLDING EXECUTIVE                                                          
Officers (who are not Directors)                                                
--------------------------------                                                
Victor J. Barnhart                         5,000                       *        
Michael T. Brown                             --                        --       
Walter G. Browning                           --                        --       
Aubrey A. Free                               --                        --       
John J. Goody                                --                        --       
Thomas C. Leonhardt                          --                        --       
Mark T. Spears                               --                        --       

DIRECTORS AND EXECUTIVE                                                         
OFFICERS AS A GROUP                        5,150                       *        

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

/*/  Less than one percent                                                      

/(1)/ The ownership of shares shown for Mr. Koenig are shares held by him as    
    trustee of a family trust in which Mr. Koenig has no pecuniary interest.

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APPENDIX H

BENEFICIAL OWNERSHIP OF OHM CORPORATION 
COMMON STOCK BY RUST DIRECTORS AND EXECUTIVE OFFICERS 
----------------------------------------------------- 

  The beneficial ownership of shares of OHM Corporation Common Stock as of
May 30, 1995 of each director and executive officer of Rust is set forth below: 

                                                                [Download Table]


                              OHM CORPORATION                           
     RUST DIRECTORS            COMMON STOCK             PERCENT OF CLASS
     --------------           ---------------           ----------------
                                                                        
Dean L. Buntrock                    --                         --       
Rodney C. Gilbert                   --                         --       
James E. Koenig                     150/(1)/                   *        
D.P. Payne                          --                         --       
Phillip B. Rooney                   --                         --       
J. Mason Davis, Jr.                 --                         --       
Lawrason D. Thomas                  --                         --       
Michael von Clemm                   --                         --       

RUST EXECUTIVE OFFICERS                                                 
(who are not Directors)                                                 
-----------------------                                                 
Victor J. Barnhart                5,000                        *        
Michael T. Brown                    --                         --       
Walter G. Browning                  --                         --       
Aubrey A. Free                      --                         --       
John J. Goody                       --                         --       
Thomas C. Leonhardt                 --                         --       
Mark T. Spears                      --                         --       
DIRECTORS AND EXECUTIVE                                                 
 OFFICERS AS A GROUP              5,150                        *        

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

/*/  Less than one percent                                                      

/(1)/ The ownership of shares shown for Mr. Koenig are shares held by him as    
    trustee of a family trust in which Mr. Koenig has no pecuniary interest.

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EXHIBIT INDEX 

                                                                [Download Table]


 NUMBER                    DESCRIPTION                         PAGE
--------                   -----------                         ----
                                                                   
   1      Agreement and Plan of Reorganization, dated as           
          of December 5, 1994 and amended as of May 4,             
          1995, among OHM Corporation ("OHM"), Rust                
          Remedial Services Inc., EnClean Environmental            
          Services Group, Inc., Rust Environmental Inc.            
          and Rust International Inc. ("Rust") (incorporated       
          by reference to Appendix B to OHM's proxy                
          statement dated May 10, 1995, Commission file            
          no. 1-9654).                                             

   2      OHM's proxy statement dated May 10, 1995                 
          (incorporated by reference, Commission file no.          
          1-9654).                                                 

   3      Warrant Agreement by and between WMX                     
          Technologies, Inc. ("WMX") and OHM, dated as             
          of May 30, 1995 (incorporated by reference to            
          Exhibit A to Schedule 9.6 to Appendix B to               
          OHM's proxy statement dated May 10, 1995,                
          Commission file no. 1-9654).                             

   4      Guarantee Agreement by and between WMX and               
          OHM, dated as of May 30, 1995 (incorporated by           
          reference to Schedule 9.6 to Appendix B to               
          OHM's proxy statement dated May 10, 1995,                
          Commission file no. 1-9654).                             

   5      Standstill and Non-Competition Agreement by and          
          among WMX, OHM and Rust, dated as of May 30, 1995        
          (incorporated by reference to Schedule 9.9 to            
          Appendix B to OHM's proxy statement dated May 10,        
          1995, Commission file no. 1-9654).                       

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	6/9/95			S-3
	6/8/95	11	14
	5/30/95	1	26	8-K
	5/10/95	7	26
	5/4/95	6	26
	12/5/94	6	26
				List all Filings

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Filing Submission 0000950131-95-001586 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Waste Management Holdings Inc, et al. – ‘SC 13D’ on 6/9/95 re: Ohm Corp

As of: Friday, 6/9/95 · Accession #: 950131-95-1586 · File #: 5-38374

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General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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