-----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, IMmCk/mb8orhbdcU6XKnVsNuDt1OlDiUPos3lQprNajL31my2jiRFGlYmZVXK3H7 zVCnduPZtTxW83GS96eJ3Q== 0000950131-98-001925.txt : 19980325 0000950131-98-001925.hdr.sgml : 19980325 ACCESSION NUMBER: 0000950131-98-001925 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980324 SROS: NASD GROUP MEMBERS: CHEMICAL WASTE MANAGEMENT GROUP MEMBERS: RUST INDUSTRIAL SERVICES, INC. GROUP MEMBERS: RUST INTERNATIONAL, INC. GROUP MEMBERS: WASTE MANAGEMENT INC /DE/ GROUP MEMBERS: WHEELABRATOR TECHNOLOGIES INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NSC CORP CENTRAL INDEX KEY: 0000863210 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 311295113 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41096 FILM NUMBER: 98571647 BUSINESS ADDRESS: STREET 1: 49 DANTON DR CITY: METHUEN STATE: MA ZIP: 01844 BUSINESS PHONE: 5086866417 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WASTE MANAGEMENT INC /DE/ CENTRAL INDEX KEY: 0000104938 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 362660763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3003 BUTTERFIELD RD CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 6305728800 MAIL ADDRESS: STREET 1: 3003 BUTTERFIELD ROAD CITY: OAKBROOK STATE: IL ZIP: 60523 FORMER COMPANY: FORMER CONFORMED NAME: WASTE MANAGEMENT INC DATE OF NAME CHANGE: 19930527 SC 13D/A 1 SCHEDULE 13D AMENDMENT #3 ------------------------------- / OMB APPROVAL / ------------------------------- / OMB Number: 3235-0145 / / Expires: August 31, 1999 / / Estimated average burden / / hours per response ... 14.90/ ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* NSC Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock $.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 00062938T1 --------------------------------------------------------------- (CUSIP Number) Herbert A. Getz, Senior Vice President, General Counsel and Secretary Waste Management, Inc. 3003 Butterfield Road Oak Brook, Illinois 60523 (630) 572-8840 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 16, 1998 --------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is 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). This Amendment No. 3 relates to the Statement on Schedule 13D, as amended by Amendments No. 1 and 2 (the "Original Schedule 13D"), filed by Waste Management, Inc. ("WMX"), Chemical Waste Management, Inc. ("CWM"), Wheelabrator Technologies Inc. ("WTI"), Rust International Inc. ("Rust International"), Rust Industrial Services Inc. ("Rust Services") and Rust Remedial Services Holding Company Inc., a Delaware corporation ("Remedial Services"), with respect to the common stock, $.01 par value (the "Common Stock"), of NSC Corporation (the "Issuer"). This Amendment supplements and amends the Original Schedule 13D and should be read in conjunction therewith. Capitalized terms used but not otherwise defined herein have the meanings ascribed them in the Original Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In support of the Issuer's current efforts to explore strategic alternatives that may lead to a possible acquisition, merger or other business combination (collectively, the "Transaction") involving the Issuer, WMX has agreed not to dispose of shares of Common Stock of the Issuer beneficially owned by WMX for a period of at least 270 days except in a Transaction approved by the Issuer's board of directors. The Issuer has engaged BT Alex Brown to provide advisory and investment banking services in connection with the exploration of strategic alternatives. Item 7 -- MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Letter from Waste Management, Inc. to the Issuer. 2 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, Waste Management, Inc. certifies that the information set forth in this Amendment is true, complete and correct. WASTE MANAGEMENT, INC. By: /s/ Herbert A. Getz ----------------------------------------- Herbert A. Getz Senior Vice President, General Counsel and Secretary Dated: March 23, 1998 3 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, Wheelabrator Technologies Inc. certifies that the information set forth in this Amendment is true, complete and correct. WHEELABRATOR TECHNOLOGIES INC. By: /s/ Thomas A. Witt ---------------------------------------- Thomas A. Witt Secretary Dated: March 23, 1998 4 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, Chemical Waste Management, Inc. certifies that the information set forth in this Amendment is true, complete and correct. CHEMICAL WASTE MANAGEMENT, INC. By: /s/ Thomas A. Witt ---------------------------------------- Thomas A. Witt Secretary Dated: March 23, 1998 5 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, Rust Industrial Services Inc. certifies that the information set forth in this Amendment is true, complete and correct. RUST INDUSTRIAL SERVICES INC. By: /s/ Dale B. Tauke --------------------------------------- Dale B. Tauke Vice President Dated: March 23, 1998 6 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, Rust International Inc. certifies that the information set forth in this Amendment is true, complete and correct. RUST INTERNATIONAL INC. By: /s/ Herbert A. Getz ------------------------------------------ Herbert A. Getz Vice President Dated: March 19, 1998 7 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, Rust Remedial Services Holding Company Inc. certifies that the information set forth in this Amendment is true, complete and correct. RUST REMEDIAL SERVICES HOLDING COMPANY INC. By: /s/ Dale B. Tauke ------------------------------------------ Dale B. Tauke Vice President Dated: March 23, 1998 8 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION Exhibit 1 Letter from Waste Management, Inc. to the Issuer. EX-1 2 LTR. DTD. 3/3/98 FROM WASTE MANAGEMENT TO ISSUER Exhibit 1 Waste Management, Inc. 3003 Butterfield Road Oak Brook, Illinois 60523-1100 630/572-8840 Fax: 630/218-1553 Herbert A. Getz Senior Vice President, General Counsel and Secretary March 3, 1998 Mr. Victor J. Barnhart Chairman and Chief Executive Officer NSC Corporation 160 Eisenhower Lane North Lombard, Illinois 60148 Dear Vic: We understand that NSC Corporation (the "Company") has engaged BT Alex Brown to provide advisory and investment banking services with respect to the exploration of strategic alternatives that may lead to a possible acquisition, merger or other business combination (collectively, the "Transaction"). We also understand that the Transaction may involve the purchase or other acquisition by a buyer of a majority of the outstanding common stock of the Company. As you know, Waste Management, Inc. and its affiliates will own approximately 54% of the outstanding common stock of the Company upon OHM Corporation's pro-rata distribution to its shareholders of all of the shares of the Company's common stock held by OHM Corporation. Consistent with our prior discussions, this letter confirms Waste Management's support of the process being undertaken by the Company and BT Alex Brown to maximize shareholder value for all holders of the Company's outstanding common stock. As evidence of this support, we agree that for a period at least 270 days, to dispose our share of the Company only through a Transaction approved by the Board of Directors of the Company. Very truly yours, /s/ Herbert A. Getz Herbert A. Getz HG:cq -----END PRIVACY-ENHANCED MESSAGE-----