-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M37n6kWJ5YHx/XCRgcoX+oAve9bM8nK5/wOdZG8tl9jHnuVpylPmmvH8MzTrosMk MzNmbmdiPW/HCR5o/B6Tag== 0000928385-98-000174.txt : 19980210 0000928385-98-000174.hdr.sgml : 19980210 ACCESSION NUMBER: 0000928385-98-000174 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980209 SROS: NONE GROUP MEMBERS: C/S INTERNATIONAL PARTNERS GROUP MEMBERS: CARLYLE INTERNATIONAL PARTNERS II, L.P. GROUP MEMBERS: CARLYLE INTERNATIONAL PARTNERS III, L.P. GROUP MEMBERS: CARLYLE INVESTMENT GROUP, L.P. GROUP MEMBERS: CARLYLE INVESTMENT MANAGEMENT, L.L.C. GROUP MEMBERS: CARLYLE PARTNERS II, L.P. GROUP MEMBERS: CARLYLE PARTNERS III, L.P. GROUP MEMBERS: CARLYLE-IT INTERNATIONAL PARTNERS II, L.P. GROUP MEMBERS: CARLYLE-IT INTERNATIONAL PARTNERS, L.P. GROUP MEMBERS: CARLYLE-IT PARTNERS, L.P. GROUP MEMBERS: TC GROUP LLC GROUP MEMBERS: TCG HOLDINGS, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL TECHNOLOGY CORP CENTRAL INDEX KEY: 0000731190 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 330001212 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35923 FILM NUMBER: 98525241 BUSINESS ADDRESS: STREET 1: 2790 MOSSIDE BLVD CITY: MONROEVILLE STATE: PA ZIP: 15146 BUSINESS PHONE: 4123727701 MAIL ADDRESS: STREET 1: 23456 HAWTHORNE BLVD CITY: TORRANCE STATE: CA ZIP: 90505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TC GROUP LLC CENTRAL INDEX KEY: 0000933790 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 527656007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE NW SUITE 220 S CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 2023472626 MAIL ADDRESS: STREET 1: C/O CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE NW SUITE 220 S CITY: WASHINGTON STATE: DC ZIP: 20004 SC 13D/A 1 AMENDMENT NO. 1 TO THE SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) INTERNATIONAL TECHNOLOGY CORPORATION ------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share -------------------------------------- (Title of Class of Securities) CUSIP NUMBER 460465107 --------- (CUSIP Number) Daniel A. D'Aniello The Carlyle Group 1001 Pennsylvania Avenue, N.W. Suite 220 South Washington, D.C. 20004 (202) 347-2626 ------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Bruce E. Rosenblum, Esq. Latham & Watkins 1001 Pennsylvania Avenue, N.W. Suite 1300 Washington, D.C. 20004 (202) 637-2200 January 15, 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 filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] AMENDMENT NO. 1 TO SCHEDULE 13D CUSIP NO. 460465107 1. NAME OF REPORTING PERSONS: Carlyle Partners II, L.P. IRS IDENTIFICATION NUMBER OF ABOVE PERSON: 51-1357731 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 0 --------- 8. SHARED VOTING POWER: 6,430,334/1/ --------- 9. SOLE DISPOSITIVE POWER: 0 --------- 10. SHARED DISPOSITIVE POWER: (See Item 5(a)) 1,781,965 --------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,430,334 --------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.02%/2/ --------- 14. TYPE OF REPORTING PERSON: PN - ----------------------- /1/ Including (i) 1,471,673 shares receivable upon conversion of 11,170 Shares of Cumulative Convertible Participating Preferred Stock, (ii) 310,292 shares receivable upon exercise of certain warrants, and (iii) shares which may be deemed beneficially owned pursuant to the Agreements Among Partnerships entered into by and among certain Reporting Persons. (See item 5 and the previously-filed Schedule 13D.) /2/ Percentage calculated based on 16,912,141 shares which are calculated as described in Items 5(a). 1 AMENDMENT NO. 1 TO SCHEDULE 13D CUSIP NO. 460465107 1. NAME OF REPORTING PERSONS: Carlyle Partners III, L.P. IRS IDENTIFICATION NUMBER OF ABOVE PERSON: 51-0369721 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 0 --------- 8. SHARED VOTING POWER: 6,430,334/1/ --------- 9. SOLE DISPOSITIVE POWER: 0 --------- 10. SHARED DISPOSITIVE POWER: (See Item 5(a)) 81,357 --------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,430,334/1/ --------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.02%/2/ --------- 14. TYPE OF REPORTING PERSON: PN - ----------------------- /1/ Including (i) 67,194 shares receivable upon conversion of 510 Shares of Cumulative Convertible Participating Preferred Stock, (ii) 14,163 shares receivable upon exercise of certain warrants, and (iii) shares which may be deemed beneficially owned pursuant to the Agreements Among Partnerships entered into by and among certain Reporting Persons. (See item 5 and the previously-filed Schedule 13D.) /2/ Percentage calculated based on 16,912,141 shares which are calculated as described in Items 5(a). 2 AMENDMENT NO. 1 TO SCHEDULE 13D CUSIP NO. 460465107 1. NAME OF REPORTING PERSONS: Carlyle International Partners II, L.P. IRS IDENTIFICATION NUMBER OF ABOVE PERSON: N/A 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 0 --------- 8. SHARED VOTING POWER: 1,504,210/1/ --------- 9. SOLE DISPOSITIVE POWER: 0 --------- 10. SHARED DISPOSITIVE POWER: (See Item 5(a)) 1,504,210 --------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,504,210/1/ --------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.89%/2/ --------- 14. TYPE OF REPORTING PERSON: PN - ----------------------- /1/ Including (i) 1,242,292 shares receivable upon conversion of 9,429 Shares of Cumulative Convertible Participating Preferred Stock, and (ii) 261,918 shares receivable upon exercise of certain warrants. (See item 5 and the previously-filed Schedule 13D.) /2/ Percentage calculated based on 16,912,141 shares which are calculated as described in Items 5(a). 3 AMENDMENT NO. 1 TO SCHEDULE 13D CUSIP NO. 460465107 1. NAME OF REPORTING PERSONS: Carlyle International Partners III, L.P. IRS IDENTIFICATION NUMBER OF ABOVE PERSON: N/A 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 0 --------- 8. SHARED VOTING POWER: 81,042/1/ --------- 9. SOLE DISPOSITIVE POWER: 0 --------- 10. SHARED DISPOSITIVE POWER: (See Item 5(a)) 81,042 --------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 81,042/1/ --------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .48%/2/ --------- 14. TYPE OF REPORTING PERSON: PN - ----------------------- /1/ Including (i) 66,930 shares receivable upon conversion of 508 Shares of Cumulative Convertible Participating Preferred Stock, and (ii) 14,112 shares receivable upon exercise of certain warrants. (See item 5 and the previously-filed Schedule 13D.) /2/ Percentage calculated based on 16,912,141 shares which are calculated as described in Items 5(a). 4 AMENDMENT NO. 1 TO SCHEDULE 13D CUSIP NO. 460465107 1. NAME OF REPORTING PERSONS: C/S International Partners IRS IDENTIFICATION NUMBER OF ABOVE PERSON: N/A 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 0 --------- 8. SHARED VOTING POWER: 338,682/1/ --------- 9. SOLE DISPOSITIVE POWER: 0 --------- 10. SHARED DISPOSITIVE POWER: (See Item 5(a)) 338,682 --------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 338,682/1/ --------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.00%/2/ --------- 14. TYPE OF REPORTING PERSON: PN - ----------------------- /1/ Including (i) 279,710 shares receivable upon conversion of 2,123 Shares of Cumulative Convertible Participating Preferred Stock and (ii) 58,972 shares receivable upon exercise of certain warrants. (See item 5 and the previously-filed Schedule 13D.) /2/ Percentage calculated based on 16,912,141 shares which are calculated as described in Items 5(a). 5 AMENDMENT NO. 1 TO SCHEDULE 13D CUSIP NO. 460465107 1. NAME OF REPORTING PERSONS: Carlyle Investment Group, L.P. IRS IDENTIFICATION NUMBER OF ABOVE PERSON: 51-0357730 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 0 --------- 8. SHARED VOTING POWER: 1,907/1/ --------- 9. SOLE DISPOSITIVE POWER: 0 --------- 10. SHARED DISPOSITIVE POWER: (See Item 5(a)) 1,907 --------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,907/1/ --------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01%/2/ --------- 14. TYPE OF REPORTING PERSON: PN - ----------------------- /1/ Including (i) 1,581 shares receivable upon conversion of 12 Shares of Cumulative Convertible Participating Preferred Stock and (ii) 326 shares receivable upon exercise of certain warrants. (See item 5 and the previously-filed Schedule 13D.) /2/ Percentage calculated based on 16,912,141 shares which are calculated as described in Items 5(a). 6 AMENDMENT NO. 1 TO SCHEDULE 13D CUSIP NO. 460465107 1. NAME OF REPORTING PERSONS: Carlyle-IT Partners, L.P. IRS IDENTIFICATION NUMBER OF ABOVE PERSON: Application Pending 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 0 --------- 8. SHARED VOTING POWER: 6,430,334/1/ --------- 9. SOLE DISPOSITIVE POWER: 0 --------- 10. SHARED DISPOSITIVE POWER: (See Item 5(a)) 195,107 --------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,430,334/1/ --------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.02%/2/ --------- 14. TYPE OF REPORTING PERSON: PN - ----------------------- /1/ Including (i) 161,133 shares receivable upon conversion of 1,223 Shares of Cumulative Convertible Participating Preferred Stock, (ii) 33,974 shares receivable upon exercise of certain warrants and (iii) shares which may be deemed beneficially owned pursuant to the Agreements Among Partners entered into by and among certain Reporting Persons. (See item 5 and the previously-filed Schedule 13D.) /2/ Percentage calculated based on 16,912,141 shares which are calculated as described in Items 5(a). 7 AMENDMENT NO. 1 TO SCHEDULE 13D CUSIP NO. 460465107 1. NAME OF REPORTING PERSONS: Carlyle-IT International Partners, L.P. IRS IDENTIFICATION NUMBER OF ABOVE PERSON: N/A 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 0 --------- 8. SHARED VOTING POWER: 2,366,299/1/ --------- 9. SOLE DISPOSITIVE POWER: 0 --------- 10. SHARED DISPOSITIVE POWER: (See Item 5(a)) 2,366,299 --------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,366,299/1/ --------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.99%/2/ --------- 14. TYPE OF REPORTING PERSON: PN - ----------------------- /1/ Including (i) 1,954,282 shares receivable upon conversion of 14,833 Shares of Cumulative Convertible Participating Preferred Stock and (ii) 412,017 shares receivable upon exercise of certain warrants. (See item 5 and the previously-filed Schedule 13D.) /2/ Percentage calculated based on 16,912,141 shares which are calculated as described in Items 5(a). 8 AMENDMENT NO. 1 TO SCHEDULE 13D CUSIP NO. 460465107 1. NAME OF REPORTING PERSONS: Carlyle-IT International Partners II, L.P. IRS IDENTIFICATION NUMBER OF ABOVE PERSON: N/A 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 0 --------- 8. SHARED VOTING POWER: 79,765/1/ --------- 9. SOLE DISPOSITIVE POWER: 0 --------- 10. SHARED DISPOSITIVE POWER: (See Item 5(a)) 79,765 --------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 79,765/1/ --------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .47%/2/ --------- 14. TYPE OF REPORTING PERSON: PN - ----------------------- /1/ Including (i) 65,876 shares receivable upon conversion of 500 Shares of Cumulative Convertible Participating Preferred Stock (ii) 13,889 shares receivable upon exercise of certain warrants. (See item 5 and the previously-filed Schedule 13D.) /2/ Percentage calculated based on 16,912,141 shares which are calculated as described in Items 5(a). 9 AMENDMENT NO. 1 TO SCHEDULE 13D CUSIP NO. 460465107 1. NAME OF REPORTING PERSONS: TC Group, L.L.C. (d/b/a The Carlyle Group) IRS IDENTIFICATION NUMBER OF ABOVE PERSON: 54-1686957 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 0 --------- 8. SHARED VOTING POWER: 6,430,334/1/ --------- 9. SOLE DISPOSITIVE POWER: 0 --------- 10. SHARED DISPOSITIVE POWER: (See Item 5(a)) 6,430,334/1/ --------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,430,334/1/ --------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.02%/2/ --------- 14. TYPE OF REPORTING PERSON: OO (Limited Liability Company) - ----------------------- /1/ Including 5,310,671 shares receivable by the Fund Partnerships (as defined in Item 2) upon conversion of 40,308 Shares of Cumulative Convertible Participating Preferred Stock and 1,119,662 shares receivable by the Fund Partnerships upon exercise of certain warrants, such shares which may be deemed beneficially owned by the Reporting Person as the general partner of each Fund Partnership. (See item 5 and the previously-filed Schedule 13D.) /2/ Percentage calculated based on 16,912,141 shares which are calculated as described in Items 5(a). 10 AMENDMENT NO, 1 TO SCHEDULE 13D CUSIP NO. 460465107 1. NAME OF REPORTING PERSONS: TCG Holdings, L.L.C. IRS IDENTIFICATION NUMBER OF ABOVE PERSON: 54-1686011 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 0 --------- 8. SHARED VOTING POWER: 6,430,334/1/ --------- 9. SOLE DISPOSITIVE POWER: 0 --------- 10. SHARED DISPOSITIVE POWER: (See Item 5(a)) 6,430,334/1/ --------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,430,334/1/ --------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.02%/2/ --------- 14. TYPE OF REPORTING PERSON: OO (Limited Liability Company) - ----------------------- /1/ Including 5,310,671 shares receivable by the Fund Partnerships upon conversion of 40,308 Shares of Cumulative Convertible Participating Preferred Stock and 1,119,662 shares receivable by the Fund Partnerships upon exercise of certain warrants, such shares which may be deemed beneficially owned by the Reporting Person as a member of TC Group, the general partner of the Fund Partnerships. (See item 5 and the previously- filed Schedule 13D.) /2/ Percentage calculated based on 16,912,141 shares which are calculated as described in Items 5(a). 11 AMENDMENT NO. 1 TO SCHEDULE 13D CUSIP NO. 460465107 1. NAME OF REPORTING PERSONS: Carlyle Investment Management, L.L.C. IRS IDENTIFICATION NUMBER OF ABOVE PERSON: 52-1988385 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 748,520/1/ --------- 8. SHARED VOTING POWER: 0 --------- 9. SOLE DISPOSITIVE POWER: (See Item 5(a)) 748,520 --------- 0 10. SHARED DISPOSITIVE POWER: --------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 748,520/1/ --------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.43%/2/ --------- 14. TYPE OF REPORTING PERSON: OO* (Limited Liability Company) - ----------------------- /1/ Including 618,182 shares receivable upon conversion of 4,692 Shares of Cumulative Convertible Participating Preferred Stock 130,338 shares receivable upon exercise of certain warrants over which the Reporting Person possesses sole power of disposition and voting as investment advisor. (See also item 5 and the previously-filed Schedule 13D.) /2/ Percentage calculated based on 16,912,141 shares which are calculated as described in Items 5(a). 12 This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends the Schedule 13D dated November 27, 1996 filed by Carlyle Partners II, L.P., Carlyle Partners III, L.P., Carlyle International Partners II, L.P., Carlyle International Partners III, L.P., C/S International Partners, Carlyle Investment Group, L.P., Carlyle-IT Partners, L.P., Carlyle-IT International Partners, L.P., Carlyle-IT Partners II, L.P., TC Group, L.L.C. (d/b/a The Carlyle Group), TCG Holdings, L.L.C. and Carlyle Investment Management, L.L.C. (the "Reporting Persons"), relating to the common stock, par value, $.01 per share (the "Common Stock") of International Technology Corporation, a Delaware corporation (the "Company"). Terms used but not defined herein have the meaning ascribed to such term in the Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended in pertinent part as follows: (a) Shares of Common Stock held of record or beneficially owned as of February 9, 1998:
RIGHT TO COMMON STOCK UPON CONVERSION OF WARRANTS: RIGHT TO CONVERTIBLE PREFERRED PURCHASE COMMON STOCK TOTAL BENEFICIAL STOCK FROM THE COMPANY OWNERSHIP - --------------------------------------------------------------------------------------------- CPII/1/ 1,471,673 310,292 1,781,965 - --------------------------------------------------------------------------------------------- CPIII/1/ 67,194 14,163 81,357 - --------------------------------------------------------------------------------------------- CIPII 1,242,292 261,918 1,504,210 - --------------------------------------------------------------------------------------------- CIPIII 66,930 14,112 81,042 - --------------------------------------------------------------------------------------------- C/SIP 279,710 58,972 338,682 - --------------------------------------------------------------------------------------------- CIG 1,581 326 1,907 - --------------------------------------------------------------------------------------------- CIT/1/ 161,133 33,974 195,107 - --------------------------------------------------------------------------------------------- CITI 1,954,282 412,017 2,366,299 - --------------------------------------------------------------------------------------------- CITII 65,876 13,889 79,765 - ---------------------------------------------------------------------------------------------
- ------------------- /1/ See Item 5(b) and the previously-filed Schedule 13D for a discussion of the beneficial ownerships of CPII, CPIII and CIT as parties to the CPII Agreement, the CPIII Agreement and the CIT Agreement, respectively. 13
RIGHT TO COMMON STOCK UPON CONVERSION OF WARRANTS: RIGHT TO CONVERTIBLE PREFERRED PURCHASE COMMON STOCK TOTAL BENEFICIAL STOCK FROM THE COMPANY OWNERSHIP - --------------------------------------------------------------------------------------------- TC GROUP 5,310,671 1,119,662 6,430,334 - --------------------------------------------------------------------------------------------- TCG 5,310,671 1,119,662 6,430,334 - --------------------------------------------------------------------------------------------- CIM 618,182 130,338 748,520 - --------------------------------------------------------------------------------------------- REPORTING PERSONS 5,928,853 1,250,000 7,178,854 - ---------------------------------------------------------------------------------------------
14 (a) (continued) Approximate Percentage of Common Stock of the Company held of record of beneficially owned./1/
RIGHT TO COMMON STOCK UPON CONVERSION OF WARRANTS: RIGHT TO CONVERTIBLE PREFERRED PURCHASE COMMON STOCK TOTAL BENEFICIAL STOCK FROM THE COMPANY OWNERSHIP - --------------------------------------------------------------------------------------------- CPII/1/ 8.70% 1.83% 10.54% - --------------------------------------------------------------------------------------------- CPIII/2/ .40% .084% .48% - --------------------------------------------------------------------------------------------- CIPII 7.35% 1.55% 8.89% - --------------------------------------------------------------------------------------------- CIPIII .40% .08% .48% - --------------------------------------------------------------------------------------------- C/SIP 1.65% .35% 2.00% - --------------------------------------------------------------------------------------------- CIG .01% .00% .01% - --------------------------------------------------------------------------------------------- CIT/2/ .95% .20% 1.15% - --------------------------------------------------------------------------------------------- CITI 11.56% 2.44% 13.99% - --------------------------------------------------------------------------------------------- CITII .39% .08% .47% - --------------------------------------------------------------------------------------------- TC GROUP 31.40% 6.62% 38.02% - --------------------------------------------------------------------------------------------- TCG 31.40% 6.62% 38.02% - --------------------------------------------------------------------------------------------- CIM 3.66% .77% 4.43% - --------------------------------------------------------------------------------------------- REPORTING PERSONS 35.06% 7.39% 42.45% - ---------------------------------------------------------------------------------------------
The increased number of shares of Common Stock, and corresponding decrease in the percentage of the outstanding Common Stock, beneficially owned by the Reporting Persons as reported in this Amendment No. 1, as compared to the shares of Common Stock and corresponding percentage of the outstanding Common Stock as reported in the Schedule 13D - ------------------- /1/ All percentages calculated based on 9,733,288 shares which equals the total shares of Common Stock reported by the Company as presently issued and outstanding plus 5,928,853 shares of Common Stock issuable upon conversion of the Preferred Stock and 1,250,000 shares of Common Stock that will be issued upon exercise of the Purchaser's Warrants. Includes 5,310,671 shares receivable by the Fund Partnerships upon conversion of 40,308 shares of Cumulative Convertible Participating Preferred Stock and 1,119,662 shares receivable by the Funds Partnerships upon exercise of certain warrants, such shares may be deemed beneficially owned by TC Group as general partner of the Fund Partnerships and by TCG Holdings as a member of TC Group. /2/ See Item 5(b) and the previously-filed Schedule 13D for a discussion of the beneficial ownerships of CPII, CPIII and CIT as parties to the CPII Agreement, the CPIII Agreement and the CIT Agreement, respectively. 15 results from the combinations of (i) the anti-dilution adjustment of the conversion price at which each share of Preferred Stock converts into shares of Common Stock as a result of the conversion to Common Stock of shares of 7% Cumulative Convertible Exchangeable Preferred Stock, $100 par value per share, of the Company (the "7% Preferred Stock") and (ii) the corresponding increase to the Company's issued and outstanding shares of Common Stock due to the issuance of shares of Common Stock upon conversion of shares of 7% Preferred Stock to Common Stock. (b) CPII is currently the record owner of 11,170 shares of Preferred Stock (which converts into 1,471,673 shares of Common Stock) and Warrants to purchase 310,292 shares of Common Stock. CPII has the power to vote and dispose of all such shares. CPII shares the power to vote and the power to dispose of these shares with TC Group, its general partner. Pursuant to the CPIII Agreement and the CIT Agreement, described in the previously-filed Schedule 13D, CPII shares the power to vote these shares with CPIII and CIT. Pursuant to the CPII Agreement, described in the previously-filed Schedule 13D, CPII has shared power to vote the 6,430,334 shares owned by the Fund Partnerships. CPIII is currently the record owner of 510 shares of Preferred Stock (which converts into 67,194 shares of Common Stock) and Warrants to purchase 14,163 shares of Common Stock. CPIII has the power to vote and dispose of such shares, totaling 81,357. CPIII shares the power to vote and the power to dispose of these shares with TC Group, its general partner. Pursuant to the CPII Agreement and the CIT Agreement, described in the previously-filed Schedule 13D, CPIII shares the power to vote these shares with CPII and CIT. Pursuant to the CPIII Agreement, described in the previously-filed Schedule 13D, CPIII has shared power to vote the 6,430,334 shares owned by the other Fund Partnerships. CIPII is currently the record owner of 9,429 shares of Preferred Stock (which converts into 1,242,292 shares of Common Stock) and Warrants to purchase 261,198 shares of Common Stock. CIPII has the power to vote and dispose of all such shares, totaling 1,504,210. CIPII shares the power to vote and the power to dispose of these shares with TC Group, its managing general partner. Pursuant to the Agreements Among Partnerships described in the previously-filed Schedule 13D, CIPII shares the power to vote these shares with CPII, CPIII, and CIT. CIPIII is currently the record owner of 508 shares of Preferred Stock (which converts into 66,930 shares of Common Stock) and Warrants to purchase 14,112 shares of Common Stock. CIPIII has the power to vote and dispose of all such shares, totaling 81,042. CIPIII shares the power to vote and the power to dispose of these shares with TC Group, its managing general partner. Pursuant to the Agreements Among Partnerships described in the previously-filed Schedule 13D, CIPIII shares the power to vote these shares with CPII, CPIII, and CIT. C/SIP is currently the record owner of 2,123 shares of Preferred Stock (which converts into 279,710 shares of Common Stock) and Warrants to purchase 58,972 shares of Common Stock. C/SIP has the power to vote and dispose of all such shares, totaling 338,682. C/SIP shares the power to vote and the power to dispose of these shares with TC Group, its 16 managing general partner. Pursuant to the Agreements Among Partnerships described in the previously-filed Schedule 13D, C/SIP shares the power to vote these shares with CPII, CPIII, and CIT. CIG is currently the record owner of 12 shares of Preferred Stock (which converts into 1,581 shares of Common Stock) and Warrants to purchase 326 shares of Common Stock. CIG has the power to vote and dispose of all such shares, totaling 1,907. CIG shares the power to vote and the power to dispose of these shares with TC Group, its general partner. Pursuant to the Agreements Among Partnerships described in the previously-filed Scheduled 13D, CIG shares the power to vote these shares with CPII, CPIII, and CIT. CIT is currently the record owner of 1,223 shares of Preferred Stock (which converts into 161,133 shares of Common Stock) and Warrants to purchase 33,974 shares of Common Stock. CIT has the power to vote and dispose of all such shares, totaling 195,107. CIT shares the power to vote and the power to dispose of these shares with TC Group, its general partner. Pursuant to the CPII Agreement and the CPIII Agreement described in the previously-filed Schedule 13D, CIT shares the power to vote these shares with CPII and CPIII. Pursuant to the CIT Agreement described in the previously-filed Schedule 13D, CIT has shared power to vote the 6,430,334 shares beneficially owned by the other Fund Partnerships. CITI is currently the record owner of 14,833 shares of Preferred Stock (which converts into 1,954,282 shares of Common Stock) and Warrants to purchase 412,017 shares of Common Stock. CITI has the power to vote and dispose of all such shares, totaling 2,366,299. CITI shares the power to vote and the power to dispose of these shares with TC Group, its managing general partner. Pursuant to the Agreements Among Partnerships described in the previously-filed Schedule 13D, CITI shares the power to vote these shares with CPII, CPIII, and CIT. CITII is currently the record owner of 500 shares of Preferred Stock (which converts into 65,876 shares of Common Stock) and Warrants to purchase 13,889 shares of Common Stock. CITII has the power to vote and dispose of all such shares, totaling 79,765. CITII shares the power to vote and the power to dispose of these shares with TC Group, its managing general partner. Pursuant to the Agreements Among Partnerships described in the previously-filed Schedule 13D, CITII shares the power to vote these shares with CPII, CPIII, and CIT. TC Group may be deemed to be the beneficial owner of 40,308 shares of Preferred Stock (which converts into 5,310,671 shares of Common Stock) and Warrants to purchase 1,119,662 shares of Common Stock as the general partner of CPII, CPIII, CIG, and CIT, as the managing general partner of CIPII, CIPIII, C/SIP, CITI, and CITII. TC Group may be deemed to share voting and disposal rights of all such shares, totaling 6,430,334 as the general partner of CPII, CPIII, CIG, and CIT, as the managing general partner of CIPII, CIPIII, C/SIP, CITI, and CITII. TCG, as a member holding a controlling interest in TC Group, may be deemed to share all rights herein described belonging to TC Group. 17 As investment advisor to SBA, CIM may be deemed to be the beneficial owner of 4,692 shares of Preferred Stock (which converts into 618,182 shares of Common Stock) and Warrants to purchase 130,338 shares of Common Stock. CIM has the power to vote and disposed all such shares, totaling 748,520. Because certain TCG Principals are also CIM Principals, CIM may be deemed to share beneficial ownership of any shares of Common Stock owned by the other Reporting Persons. Reporting Persons are the beneficial owner of 45,000 shares of Preferred Stock (which converts into 5,928,853 shares of Common Stock) and 1,250,000 Warrants to purchase 1,250,000 shares of Common Stock. Reporting Persons thus have voting rights and disposal rights of all such shares, totaling 7,178,854. William E. Conway, Jr., Frank C. Carlucci, III, Daniel A. D'Aniello, Richard G. Darman, David M. Rubenstein and James A. Baker, III are managing members of TCG, and, in such capacity, such individuals may be deemed to share beneficial ownership of any shares of Common Stock owned by TCG. Such individuals expressly disclaim any such beneficial ownership. (c) Not applicable. (d) No person other than the Reporting Persons is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Stock of the Company owned by the Reporting Persons. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 has been amended in pertinent part as follows: On January 15, 1998, each of the Reporting Persons entered into that certain Parent Voting Agreement by and among such Reporting Persons, the Company and OHM Corporation ("OHM"), and Ohio corporation (the "Voting Agreement"). Pursuant to the Voting Agreement, each Reporting Person has agreed to vote all shares of Preferred Stock held by such Reporting Person in favor of the issuance of shares of Common Stock by the Company in connection with the Company's potential acquisition of OHM pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") among the Company, OHM and IT-Ohio, Inc., an Ohio corporation and wholly owned subsidiary of the Company and the election of OHM's nominees to the Company's Board of Directors, and to not take certain actions, or encourage or assist any other party in taking any action, which would compete with, impede, interfere with or attempt to discourage such transactions or inhibit the timely consummation of such transaction and to deliver to OHM, upon its request, an irrevocable proxy to vote all shares of Preferred Stock held by such Reporting Person and any other shares of capital stock of the Company acquired by such Reporting Person prior to the effective time of the Merger in a manner consistent with the provisions of the Voting Agreement. The Voting Agreement shall terminate 18 automatically upon the termination of the Merger Agreement or upon the effective time of the Merger. A copy of the Voting Agreement is attached hereto as Exhibit 2. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is amended and restated as follows: Exhibit 1.* Joint Filing Agreement dated as of November 27, 1996, by and among CPII, CPIII, CIPII, CIPIII, C/SIP, CIG, CIM, CIT, CITI, CITII, TC Group, and TCG. Exhibit 2. Parent Voting Agreement, dated as of January 15, 1998, among International Technology Corporation, certain stockholders of International Technology Corporation signatories thereto and OHM Corporation, an Ohio Corporation. - ------------------ * Incorporated by reference to Exhibit 1. to the Schedule 13D. 19 SIGNATURE --------- After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 9, 1998 CARLYLE PARTNERS II, L.P. By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Daniel A. D'Aniello ----------------------- Name: Daniel A. D'Aniello ------------------- Title: Managing Director ----------------- CARLYLE PARTNERS III L.P. By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Daniel A. D'Aniello ----------------------- Name: Daniel A. D'Aniello ------------------- Title: Managing Director ----------------- CARLYLE INTERNATIONAL PARTNERS II, L.P. By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Daniel A. D'Aniello ----------------------- Name: Daniel A. D'Aniello ------------------- Title: Managing Director ----------------- 20 CARLYLE INTERNATIONAL PARTNERS III, L.P. By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Daniel A. D'Aniello ----------------------- Name: Daniel A. D'Aniello ------------------- Title: Managing Director ----------------- C/S INTERNATIONAL PARTNERS By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Daniel A. D'Aniello ----------------------- Name: Daniel A. D'Aniello ------------------- Title: Managing Director ----------------- CARLYLE INVESTMENT GROUP, L.P. By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Daniel A. D'Aniello ----------------------- Name: Daniel A. D'Aniello ------------------- Title: Managing Director ----------------- 21 CARLYLE-IT PARTNERS, L.P. By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Daniel A. D'Aniello ----------------------- Name: Daniel A. D'Aniello ------------------- Title: Managing Director ----------------- CARLYLE-IT INTERNATIONAL PARTNERS, L.P. By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Daniel A. D'Aniello ----------------------- Name: Daniel A. D'Aniello ------------------- Title: Managing Director ----------------- 22 CARLYLE-IT INTERNATIONAL PARTNERS II, L.P. By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Daniel A. D'Aniello ----------------------- Name: Daniel A. D'Aniello ------------------- Title: Managing Director ----------------- State Board of Administration of Florida separate account maintained pursuant to an Investment Management Agreement dated as of September 6, 1996 by and between the State Board of Administration of Florida, Carlyle Investment Group, L.P. and Carlyle Investment Management, L.L.C. By: Carlyle Investment Management, L.L.C. By: /s/ Daniel A. D'Aniello ----------------------- Name: Daniel A. D'Aniello ------------------- Title: Managing Director ----------------- 23 EXHIBIT INDEX ------------- Exhibit * 1. Joint Filing Agreement dated as of November 27, 1996, by and among CPII, CPIII, CIPII, CIPIII, C/SIP, CIG, CIM, CIT, CITI, CITII, TC Group, and TCG. Exhibit 2. Parent Voting Agreement, dated as of January 15, 1998, among International Technology, Corporation, certain stockholders of International Technology Corporation signatories thereto and OHM Corporation, an Ohio Corporation. - ---------------- * Incorporated by reference to Exhibit 1. to the Schedule 13D. 24 EX-2 2 EXHIBIT 2 EXHIBIT 2 PARENT VOTING AGREEMENT PARENT VOTING AGREEMENT (this "Agreement"), dated as of January 15, 1998, among International Technology Corporation, a Delaware corporation ("Parent"), the undersigned stockholders (the "Stockholders") of Parent and OHM Corporation, an Ohio corporation (the "Company"). WHEREAS, concurrently with the execution of this Agreement, the Company, Parent and IT-Ohio, Inc., an Ohio Corporation and a wholly owned subsidiary of Parent ("Merger Sub"), have entered into an Agreement and Plan of Merger (as it may be hereafter amended from time to time, the "Merger Agreement"), which provides that Merger Sub shall make a tender offer (the "Offer") for 13,933,000 shares of common stock of the Company and that Merger Sub shall thereafter merge (the "Merger") with and into the Company pursuant to the terms and conditions of the Merger Agreement, and sets forth certain representations, warranties, covenants and agreements of the parties thereto in connection with the Offer, the Merger and the other transactions contemplated therein (the "Merger Transactions"); and WHEREAS, upon consummation the Merger, the holders of outstanding shares of common stock of the Company at the Effective Time (as defined in the Merger Agreement) will receive the merger Consideration (as defined in the Merger Agreement), which will consist (at least in part) of shares of Common Stock, par value $0.1 per share, of Parent ("Parent Common Stock") for each share of common stock of the Company; and WHEREAS, Section 6.4 of the Merger Agreement provides that if stockholder approval of the issuance of shares of Parent Common Stock is required under the rules of the New York Stock Exchange, Inc., Parent will take all action necessary to convene a meeting of its stockholders as promptly as practicable to consider and vote upon such issuance; and WHEREAS, the Stockholders are the record holders of an aggregate of 45,000 shares of Cumulative Convertible Participating Preferred Stock, par value $100 per share, of Parent (the "Preferred Shares") and warrants (the "Warrants") to purchase 1,250,000 shares of Parent Common Stock; and WHEREAS, in order to induce the Company, Parent and Merger Sub to enter into the Merger Agreement, the Stockholders wish to agree (i) to vote the Preferred Shares and any other shares of capital stock of Parent held by them so as to facilitate the consummation of the Merger Transactions, (ii) except as provided in this Agreement, not to transfer or otherwise dispose of any of the Preferred Shares or, any other shares of capital stock held by them, or any other shares of capital stock of Parent acquired by them hereafter and prior to the Effective Time (as defined in the Merger Agreement), and (iii) to deliver to the Company an irrevocable proxy to vote the Preferred Shares and any other shares of capital stock held by them, and any other shares of capital stock of Parent acquired by them hereafter and prior to the Effective Time, all in manner set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. Representations of Stockholders. Each of the stockholders ------------------------------- represents and warrants to the Company, Parent and Merger Sub that (a) such Stockholder lawfully owns beneficially (as such term is defined in the Securities Exchange Act of 1934, as amended (the 1934 Act")), and of record the number of Preferred Shares set forth opposite such Stockholder's name on Exhibit A (such Stockholder's "Shares") free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement and the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or voting of any shares of capital stock of Parent and there are no voting trusts or voting agreements with respect to such Shares, (b) such Stockholder does not beneficially own any shares of Parent Common Stock or ` any other shares of capital stock of Parent other than such Shares and, except for such Shares, does not have any options, warrants or other rights to acquire any additional shares of capital stock of Parent or any security exercisable for or convertible into shares of capital stock of Parent, other than the Warrants, (c) such Stockholder has full power and authority to enter into, execute and deliver this Agreement and to perform fully such Stockholder's obligations hereunder, and (d) this Agreement has been duly executed and delivered by such Stockholder, constitutes the legal, valid and binding obligation of such Stockholder, and is enforceable against such Stockholder in accordance with its terms. 2. Agreement to Vote Shares. Each of the Stockholders agrees that ------------------------ during the term of this Agreement it will vote such Stockholder's Shares and any new Shares (as defined in Section 6 hereof), and will cause any holder of record of such Shares or New Shares to vote such Stockholder's Shares and New Shares: (a) in favor of the Merger Transactions and the issuance of shares of Parent Common Stock in connection with the Merger at every meeting of the stockholders of Parent at which such matters are considered and at every adjournment thereof, and in connection with any written consent of the stockholders of Parent (b) in favor of each of the Nominees (as defined in Section 6.11(c) of the Merger Agreement) to Parent's Board of Directors, (c) against any action or agreement that would compete with, impede, interfere with or attempt to discourage the Merger Transactions, or inhibit the timely consummation of the Merger Transactions, (d) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Parent or Merger Sub under the Merger Agreement and (e) against any merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of Parent, Merger Sub or their respective subsidiaries that could compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions. Each Stockholder agrees to deliver to the Company upon request a proxy substantially in the form attached hereto as Exhibit B, which proxy shall be irrevocable during the term of this Agreement to the fullest extent permitted under Delaware law. 3. No Voting Trusts. Each of the Stockholders agrees that they will ---------------- not, nor will they permit any entity under their control to, deposit any of their Shares or any New Shares held by them in a voting trust or subject any of their Shares or any New Shares held by them to any arrangement with respect to the voting of such Shares or New Shares that would result in a 2 stockholder's vote or action by consent of the stockholders of Parent in opposition to or in competition with the consummation of the Merger Transactions. 4. No Proxy Solicitations. Each of the Stockholders agrees that such ---------------------- Stockholder will not, nor will such Stockholder permit any entity under such Stockholder's control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 1934 Act) in opposition to or competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, (b) directly or indirectly encourage, initiate or cooperate in a stockholders' vote or action by consent of Parent's stockholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the 1934 Act) with respect to any voting securities of Parent for the purpose of opposing or competing with the consummation of the Merger Transactions. 5. Transfer and Encumbrance. On or after the date hereof and during ------------------------ the term of this Agreement, each of the Stockholders agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Shares or New Shares, unless the transferee agrees in written form satisfactory to the Company to be bound by the terms of this Agreement. 6. Additional Purchases. Each of the Stockholders agrees that such -------------------- Stockholder will not purchase or otherwise acquire beneficial ownership of any shares of Parent Common Stock, Preferred Shares, 7% Cumulative Convertible Exchangeable Preferred Stock, par value $100 per share (the 7% Preferred Stock") or any other capital stock of Parent after the execution of this Agreement ("New Shares"), nor will any Stockholder voluntarily acquire the right to vote or share in the voting of any shares of Parent Common Stock, Preferred Shares, 7% Preferred Stock or any other capital stock of Parent other than the Shares, unless such Stockholder agrees to deliver to the Company immediately after such purchase or acquisition an irrevocable proxy in the form attached hereto as Exhibit B with respect to such shares. Each of the Stockholders also severally agrees that any New Shares acquired or purchased by such Stockholder shall be subject to the terms of this Agreement to the same extent as if they constituted Shares. 7. Specific Performance. Each party hereto acknowledges that it will -------------------- be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that the other party has an adequate remedy at law. Each party hereto agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with any other party's seeking or obtaining such equitable relief. 3 8. Entire Agreement. This Agreement supersedes all prior agreements, ---------------- written or oral, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with-respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by all the parties hereto. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 9. Notices. Any notice, request, instruction or other document to be ------- given hereunder by any party to the others shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, or by facsimile: if to any Stockholder: ---------------------- Daniel A. D'Aniello Managing Director The Carlyle Group 1001 Pennsylvania Avenue, N.W. Suite 220 South Washington, DC 20004-2505 if to Parent or Merger Sub: -------------------------- James G. Kirk International Technology Corporation 2790 Mosside Boulevard Monroeville, PA 15146-2792 Telecopier: (412) 858-3978 4 with a copy to: Peter F. Ziegler Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071 Telecopier: (213) 229-7520 if to the Company: ------------------ Steven E. Harbour OHM Corporation 5445 Triangle Parkway, Suite 400 Norcross, Georgia 30092 with a copy to: Joseph B. Frumkin Sulllvan & Cromwell 125 Broad Street New York, New York 10004 Telecopier: (212) 558-3588 and a copy to: Thomas C. Daniels Jones Day Reavis & Pogue North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telecopier: (216) 579-0212 or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above. 10. Miscellaneous ------------- (a) This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Delaware applicable to agreements executed in and solely to be performed within such state: (b) If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability and the remainder of the provision held invalid or unenforceable and the application of such provision to persons or circumstances, other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected. 5 (c) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (d) This Agreement shall terminate automatically upon the termination of the Merger Agreement or upon the Effective Time of the Merger. This Agreement shall not otherwise be terminable. (e) Each party hereto shall execute and deliver such additional documents as may be necessary or desirable to effect the transactions contemplated by this Agreement. (f) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. 1. The obligations of the Stockholders set forth in this Agreement shall not be effective or binding upon any Stockholder until after such time as the Merger Agreement is executed and delivered by the Company, Parent and Merger Sub, and the parties agree that there is not and has not been any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. 6 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. International Technology Corporation By: ------------------------------------ Name: Title: OHM Corporation By: ------------------------------------ Name: Title: Carlyle Partners II, L.P. By: its General Partner, TC Group, L.L.C. By: ------------------------------------ Name: Daniel A. D'Aniello Title: Managing Director Carlyle Partners III, L.P. By: its General Partner, TC Group, L.L.C. By: ------------------------------------ Name: Daniel A. D'Aniello Title: Managing Director Carlyle International Partners II, L.P. By: its General Partner, TC Group, L.L.C. By: ------------------------------------ Name: Daniel A. D'Aniello Title: Managing Director 7 Carlyle International Partners III, L.P. By: its General Partner, TC Group, L.L.C. By: ------------------------------------ Name: Daniel A. D'Aniello Title: Managing Director C/S International Partners By: its General Partner, TC Group, L.L.C. By: ------------------------------------ Name: Daniel A. D'Aniello Title: Managing Director Carlyle Investment Group, L.P. By: its General Partner, TC Group, L.L.C. By: ------------------------------------ Name: Daniel A. D'Aniello Title: Managing Director Carlyle -IT International Partners, L.P. By: its General Partner, TC Group, L.L.C. By: ------------------------------------ Name: Daniel A. D'Aniello Title: Managing Director Carlyle-IT International Partners II, L.P. By: its General Partner, TC Group, L.L.C. By: ------------------------------------ Name: Daniel A. D'Aniello Title: Managing Director Carlyle-IT Partners, L.P. By: its General Partner, TC Group, L.L.C. By: ------------------------------------ Name: Daniel A. D'Aniello Title: Managing Director 8 State Board of Administration of Florida separate account maintained pursuant to an Investment Management Agreement dated as of September 6, 1996 between the State Board of Administration of Florida, Carlyle Investment Group, L.P. and Carlyle Investment Management L.L.C. By: Carlyle Investment Management, L.L.C., as Investment Manager By: ----------------------------------- Its: ----------------------------------- 9 (EXHIBIT A)
Number of Shares of Cumulative Convertible Name of Stockholder Participating Preferred Stock - -------------------------------------------- ----------------------------- Carlyle Partners II, L.P. 1,781,965 Carlyle Partners III, L.P. 81,357 Carlyle International Partners II, L.P. 1,504,210 Carlyle International III, L.P. 81,042 C/S International Partners 338,682 Carlyle Investment Group, L.P. 1,907 Carlyle-IT International Partners, L.P. 2,366,299 Carlyle-IT International Partners II, L.P. 79,765 The State Board of Administration of the 748,520 State of Florida Carlyle-IT Partners, L.P. 195,107
10 (EXHIBIT B) FORM OF PROXY The undersigned, for consideration received, hereby appoints [insert names of Company designees] and each of them my proxies, with power of substitution and resubstitution, to vote all shares of Cumulative Convertible Participating Preferred Stock, par value $100 per share, of International Technology Corporation, a Delaware corporation, ("Parent"), [and [insert any other Shares (as defined in the Voting Agreement) owned by Stockholder]] owned by the undersigned at the Special Meeting of Stockholders of Parent to be held [insert date, time and place] and at any adjournment thereof IN FAVOR OF consummation of the Offer, the Merger and the other transactions (the "Merger Transactions") contemplated by the Merger Agreement, dated as of January 15, 1998 (the "Merger Agreement"), among OHM Corporation (the "Company"), Parent and IT-Ohio, Inc. ("Merger Sub"), IN FAVOR OF the issuance of shares of common stock of Parent in connection with the merger of Merger Sub with and into the Company, IN FAVOR OF each of the Nominees (as defined in Section 6.11(c) of the Merger Agreement) to Parent's Board of Directors and AGAINST [insert description of any action or agreement that would compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions or any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Parent under the Merger Agreement or any merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of Parent or its subsidiaries]. This proxy is coupled with an interest, revokes all prior proxies granted by the undersigned and is irrevocable until such time as the Voting Agreement, dated as of January 15, 1998 among certain stockholders of Parent, including the undersigned, Parent, Merger Sub and the Company terminates in accordance with its terms. Dated ______, 1998 [NAME OF STOCKHOLDER] By: ------------------------------------- 11 -----END PRIVACY-ENHANCED MESSAGE-----