-----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, Ca2VMHKy+oHfXv+qxsyPxL26r7L7ElJUbW00LgtErtNPXne6gcu9VclRhbLjXyEZ YUDLJbyGEGvT8vu7JoSa1w== 0000898430-96-002897.txt : 19960627 0000898430-96-002897.hdr.sgml : 19960627 ACCESSION NUMBER: 0000898430-96-002897 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960626 SROS: NYSE GROUP MEMBERS: DENNIS WASHINGTON GROUP MEMBERS: DW HOLDINGS INC GROUP MEMBERS: LEROY WILKES GROUP MEMBERS: PHYLLIS WASHINGTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON CONSTRUCTION GROUP INC CENTRAL INDEX KEY: 0000906469 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 330565601 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46235 FILM NUMBER: 96585854 BUSINESS ADDRESS: STREET 1: 27400 E FIFTH ST CITY: HIGHLAND STATE: CA ZIP: 92346 BUSINESS PHONE: 9098844811 MAIL ADDRESS: STREET 1: 27400 EAST FIFTH ST CITY: HIGHLAND STATE: CA ZIP: 92346 FORMER COMPANY: FORMER CONFORMED NAME: KASLER HOLDING CO DATE OF NAME CHANGE: 19930604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DW HOLDINGS INC CENTRAL INDEX KEY: 0000904871 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WASHINGTON CORP STREET 2: 101 INTERNATIONAL WAY CITY: MISSOULA STATE: MT ZIP: 59802 MAIL ADDRESS: STREET 1: 101 INTERNATIONAL WAY CITY: MISSOULA STATE: MT ZIP: 59802 FORMER COMPANY: FORMER CONFORMED NAME: DW HOLDINGS INC WASHINGTON DENNIS R DATE OF NAME CHANGE: 19930514 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________________________ SCHEDULE 13D (Amendment No. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 WASHINGTON CONSTRUCTION GROUP, INC. (formerly Kasler Holding Company) ______________________________ (Name of Issuer) Common Stock, $.01 Par Value ___________________________ (Title of Class of Securities) 485797104 _______________ (CUSIP Number) D.W. Holdings, Inc. Dennis Washington c/o Washington Corporations 101 International Way Missoula, Montana 59807 (406) 523-1300 ______________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Scott R. Haber, Esq. Latham & Watkins 505 Montgomery Street, 19th Floor San Francisco, CA 94111 (415) 391-0600 June 18, 1996 __________________________________________________ (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 subject of this Schedule 13D, and is filing this statement 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: [_] Page 1 of 14 Pages Exhibit Index is on Page 12 CUSIP NO. 485797104 13D PAGE 2 OF 14 PAGES 1 NAME OF REPORTING PERSON D.W. Holdings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas 7 SOLE VOTING POWER 0 shares of Common Stock (See Item 5) NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 828,000 shares of Common Stock (See Item 5) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock (See Item 5) 10 SHARED DISPOSITIVE POWER 828,000 shares of Common Stock (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 828,000 shares of Common Stock (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% 14 TYPE OF REPORTING PERSON CO 2 CUSIP NO. 485797104 13D PAGE 3 OF 14 PAGES 1 NAME OF REPORTING PERSON Dennis Washington 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER 19,381,635 shares of Common Stock (See Item 5) NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 828,000 shares of Common Stock (See Item 5) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 19,381,635 shares of Common Stock (See Item 5) 10 SHARED DISPOSITIVE POWER 828,000 shares of Common Stock (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,209,635 shares of Common Stock (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.5% 14 TYPE OF REPORTING PERSON IN 3 CUSIP NO. 485797104 13D PAGE 4 OF 14 PAGES 1 NAME OF REPORTING PERSON Phyllis Washington 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 5) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER 77,838 shares of Common Stock (See Item 5) NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 shares of Common Stock (See Item 5) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 77,838 shares of Common Stock (See Item 5) 10 SHARED DISPOSITIVE POWER 0 shares of Common Stock (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 77,838 shares of Common Stock (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% 14 TYPE OF REPORTING PERSON IN 4 CUSIP NO. 485797104 13D PAGE 5 OF 14 PAGES 1 NAME OF REPORTING PERSON LeRoy Wilkes 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO and PF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER 2,100 shares of Common Stock (See Item 5) NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 shares of Common Stock (See Item 5) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 2,100 shares of Common Stock (See Item 5) 10 SHARED DISPOSITIVE POWER 0 shares of Common Stock (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,100 shares of Common Stock (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON IN 5 This Amendment No. 1 to Schedule 13D restates and amends the Statement on Schedule 13D filed July 19, 1993 (the "Schedule 13D") by D.W. Holdings, Inc., a Texas corporation, Dennis Washington, Phyllis Washington and LeRoy Wilkes relating to the Common Stock, par value $.01 per share, of Washington Construction Group, Inc. (formerly Kasler Holding Company), a Delaware corporation. This Schedule 13D is subject to the provisions of Rule 101(a)(2) of Regulation S-T under the Securities Exchange Act of 1934, as amended, relating to the Securities and Exchange Commission's recently adopted electronic filing requirements. Pursuant to Rule 101(a)(2), since this amendment is the first amendment which the Reporting Persons are filing electronically, the Reporting Persons are required to restate the entire Schedule 13D. ITEM 1. SECURITY AND ISSUER. -------------------- This statement relates to shares of common stock, par value $.01 per share (the "Shares"), of Washington Construction Group, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 27400 East Fifth Street, Highland, California 92346. In April 1996, the Issuer changed its name from Kasler Holding Company to Washington Construction Group, Inc. ITEM 2. IDENTITY AND BACKGROUND. ------------------------ (a)-(c), (f) This statement is being filed by D.W. Holdings, Inc., a Texas corporation ("D.W. Holdings"), Mr. Dennis Washington ("Mr. Washington"), Mrs. Phyllis Washington ("Mrs. Washington") and Mr. LeRoy Wilkes ("Mr. Wilkes"). D.W. Holdings, Mr. Washington, Mrs. Washington and Mr. Wilkes are hereinafter collectively referred to as the "Reporting Persons." D.W. Holdings' principal business is investing in marketable securities. Its principal offices are located at 101 International Way, Missoula, Montana 59802. Mr. Washington owns 100% of the voting common stock of D.W. Holdings. Mr. Dorn Parkinson is President and Vice President of D.W. Holdings. The directors of D.W. Holdings are Mr. Parkinson and Mr. Michael Haight. On April 30, 1995, Mr. Wilkes resigned from the board of directors of D.W. Holdings. The principal employment of Mr. Washington and Mrs. Washington is to make and hold investments and the business address is 101 International Way, Missoula, Montana 59802. The principal employment of each of Messrs. Parkinson, and Haight is President and Controller, respectively, of Washington Corporations and the business address of each of them is 101 International Way, Missoula, Montana 59802. The principal business of Washington Corporations is the provision of legal, accounting and managerial services. Mr. Washington also is the principal shareholder or partner of entities the principal businesses of which include rail transportation, mining, heavy construction, environmental remediation and real estate development. Mrs. Washington is Mr. Washington's wife. The principal employment of Mr. Wilkes is Senior Vice President - Operations of Santa Fe Pacific Gold Corp., 6200 Uptown Boulevard, NE, Albuquerque, New Mexico 87125, the principal business of which is to explore for and develop gold properties and mines and process gold ores. Mr. Washington, Mr. Parkinson, Mr. Wilkes, Mr. Haight and Mrs. Washington are citizens of the United States of America. (d) and (e). During the last five years, none of the Reporting Persons, nor to the best knowledge of the Reporting Persons, any other person named in this Item 2, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 violation with respect to such laws. 6 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. -------------------------------------------------- Except for the 2,000 Shares purchased by Mr. Wilkes as described in Item 5(c) below, the Shares held by the Reporting Persons were acquired pursuant to transactions contemplated by an Agreement and Plan of Reorganization (the "Reorganization Agreement") dated March 11, 1993 by and among Kasler Corporation ("Kasler"), Washington Contractors Group, Inc. ("WCGI"), WCG Holdings, Inc. ("WCG Holdings") (formerly known as Washington Corporations), Mr. Washington and Mrs. Washington, pursuant to which Kasler and WCG Holdings combined their operations as wholly owned subsidiaries of the Issuer. (a) The Kasler Merger. Pursuant to the Reorganization Agreement, Kasler Sub Inc., a California corporation and wholly owned subsidiary of the Issuer, was merged with and into Kasler (the "Kasler Merger"). Kasler was the surviving corporation in the Kasler Merger and as a result thereof became a wholly owned subsidiary of the Issuer. The Kasler Merger became effective on July 9, 1993 upon the filing with the Secretary of State of the State of California of an Agreement and Plan of Merger by and among the Issuer, Kasler Sub Inc. and of Kasler (the "Kasler Merger Agreement"). Pursuant to the Kasler Merger Agreement, each share of common stock, no par value per share, of Kasler ("Kasler Common Stock") issued and outstanding immediately prior to the Kasler Merger was automatically converted into and became one validly issued, fully paid and nonassessable Share. A copy of the Kasler Merger Agreement was filed as Exhibit 3 to the Schedule 13D and is incorporated herein by reference in its entirety. On July 9, 1993, pursuant to the Kasler Merger D.W. Holdings acquired 828,000 Shares upon the conversion of 828,000 shares of Kasler Common Stock owned by D.W. Holdings immediately prior to the consummation of the Kasler Merger. On July 9, 1993, pursuant to the Kasler Merger Mr. Wilkes acquired 100 Shares upon the conversion of 100 shares of Kasler Common Stock owned by Mr. Wilkes immediately prior to the consummation of the Kasler Merger. (b) The Share Exchange. Pursuant to the Reorganization Agreement, Mr. Washington and Mrs. Washington, as the sole shareholders of WCG Holdings, exchanged all 50,100 issued and outstanding shares of common stock, $1.00 par value, of WCG Holdings ("WCG Holdings Common Stock") for an aggregate of 19,459,473 validly issued, fully paid and nonassessable Shares (the "Share Exchange"). As a result thereof, on July 9, 1993 WCG Holdings became a wholly owned subsidiary of the Issuer. On July 9, 1993, pursuant to the Share Exchange Mr. Washington acquired 19,381,635 Shares, subject to the Escrow described below. The consideration for such Shares acquired by Mr. Washington was 49,900 shares of WCG Holdings Common Stock directly owned by Mr. Washington immediately prior to consummation of the Share Exchange. On July 9, 1993, pursuant to the Share Exchange Mrs. Washington acquired 77,838 Shares, subject to the Escrow described below. The consideration for such Shares acquired by Mrs. Washington was 200 shares of WCG Holdings Common Stock directly owned by Mrs. Washington immediately prior to consummation of the Share Exchange. ITEM 4. PURPOSE OF TRANSACTION. ----------------------- The Reporting Persons acquired the Shares (except for the 2,000 Shares purchased by Mr. Wilkes as described in Item 5(c) below) in order to combine the business operations of Kasler and WCG Holdings as wholly owned subsidiaries of the Issuer and to obtain a controlling interest in the equity securities of the Issuer. The Reporting Persons (other than Mr. Wilkes) intend to participate (through their nominees to the Board of Directors) in the formulation, determination and direction of basic business decisions and policies of the Issuer. Pursuant to the Reorganization Agreement, five of the nine current directors of the Issuer, including Mr. Parkinson who is also Chairman of the Issuer, were nominated by WCG Holdings. 7 On May 28, 1996, the Issuer and Morrison Knudsen Corporation ("MK") entered into a Restructuring and Merger Agreement (the "Merger Agreement") pursuant to which MK will merge into the Issuer and the Issuer will be the surviving corporation (the "MK Merger"). In connection with the MK Merger, Mr. Washington delivered a letter to MK stating that at the contemplated meeting of stockholders of the Issuer to consider and vote upon the MK Merger, he will vote his Shares in favor of the Merger. As described in Item 5 below, Mr. Wilkes is no longer deemed to be acting as part of a group with the other Reporting Persons. Pursuant to the Merger Agreement, the Board of Directors of the Issuer immediately following the Merger will consist of nine directors, five of whom will be designated by the Board of Directors of the Issuer. On June 18, 1996, the Issuer filed a preliminary proxy statement indicating that the Board had designated Mr. Washington and Mr. Parkinson as two of the directors, and that it was anticipated that Mr. Washington would be Chairman of the Board of Directors after the Merger. The Merger contemplates, among other things, the issuance by the Issuer of approximately 24,123,000 newly-issued Shares to certain creditors of MK. After the Merger, it is anticipated that Mr. Washington will own approximately 37.7% of the outstanding Shares (including the shares owned by D.W. Holdings) and that Mrs. Washington will own .1% of the outstanding Shares. Except as disclosed herein, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, and although the foregoing reflects activities presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change at any time. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------- (a) As of the close of business on June 24, 1996, D.W. Holdings beneficially owned an aggregate of 828,000 Shares (2.8% of the outstanding Shares) which it held directly. As of the close of business on June 24, 1996, Mr. Wilkes beneficially owned an aggregate of 2,100 Shares, which he owned directly. As of the close of business on June 24, 1996, Mr. Washington beneficially owned an aggregate of 20,209,635 Shares (68.5% of the outstanding Shares), which includes the 828,000 Shares held by D.W. Holdings and as to which Mr. Washington may be deemed the beneficial owner as sole shareholder of D.W. Holdings. As of the close of business on June 24, 1996, Mrs. Washington beneficially owned an aggregate of 77,838 Shares (0.3% of the outstanding Shares) A copy of the Reorganization Agreement was filed as Exhibit 2 to the Schedule 13D and is incorporated by reference herein in its entirety. Certain of the Shares owned directly by Mr. Washington and Mrs. Washington initially were held in an escrow account (the "Escrow") pursuant to the Escrow Agreement, a copy of which was filed as Exhibit 4 to the Schedule 13D, and is incorporated by reference herein in its entirety. Such Shares are no longer held in the Escrow. As of the close of business on June 24, 1996, the Reporting Persons owned in the aggregate 20,289,573 Shares, which represent approximately 68.8% of the 29,484,184 Shares outstanding as of the close of business on May 21, 1996. Pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), D.W. Holdings, Mr. Washington and Mrs. Washington may be deemed to be a group. By reason of the provisions of Rule 13d-5 under the Act, the group consisting of D.W. Holdings, Mr. Washington and Mrs. Washington may be deemed to 8 own all shares owned by such persons. Each such person does not affirm the existence of such a group, and, except as specifically described herein, disclaims beneficial ownership of Shares. The Schedule 13D stated that Mr. Wilkes may be deemed to be a member of a group with the other Reporting Persons. Mr. Wilkes is no longer employed by Washington Corporations or any affiliate of Mr. Washington, and has no agreement, arrangement or understanding with any of the other Reporting Persons concerning the voting, holding or disposition of any Shares. Thus, whereas at one time Mr. Wilkes may have been deemed to be a member of a group with the other Reporting Persons, that is no longer the case. (b) D.W. Holdings has the shared power to vote and dispose of the Shares which it owns directly. Mr. Wilkes has the sole power to vote and dispose of the Shares which he owns directly. Mr. Washington has the sole power to vote and dispose of the 19,381,635 Shares which he owns and holds directly, and has the shared power to vote and dispose of the 828,000 Shares owned by D.W. Holdings. Mrs. Washington has the sole power to vote and dispose of the 77,838 Shares which she owns and holds directly. (c) On May 18, 1993, in connection with the formation of the Issuer, the Issuer issued to WCGI, an affiliate of Mr. Washington, 100 Shares at a price of $5.00 per share. Following the Combination on July 9, 1993, such Shares held by WCGI were cancelled without consideration therefor pursuant to Section 2.10 of the Reorganization Agreement. On July 9, 1993, D.W. Holdings acquired all of its directly-owned Shares described in paragraph (a) above pursuant to the Kasler Merger. On July 9, 1993, Mr. Wilkes acquired 100 of his directly-owned shares described in paragraph (a) above pursuant to the Kasler Merger, and on June 21, 1996, Mr. Wilkes acquired 2,000 of such Shares in an open market transaction at a purchase price of $10.00 per Share. On July 9, 1993, Mr. Washington and Mrs. Washington each acquired all of their respective directly-owned Shares described in paragraph (a) above pursuant to the Share Exchange. The information in Item 3 describing the Kasler Merger and the Share Exchange is incorporated herein by reference in its entirety. A copy of the Reorganization Agreement (which describes the terms of the Kasler Merger and the Share Exchange) was filed as Exhibit 2 to the Schedule 13D and is incorporated herein by reference in its entirety. A copy of the Kasler Merger Agreement was filed as Exhibit 3 to the Schedule 13D and is incorporated herein by reference in its entirety. (d) Not applicable. (e) On April 27, 1995, Mr. Wilkes ceased to be an employee of Washington Corporations. On April 30, 1995, Mr. Wilkes resigned from the board of directors of D.W. Holdings. Thus, whereas at one time Mr. Wilkes may have been deemed to be a member of a group with the other Reporting Persons (and therefore the beneficial owner of more than 5% of the Shares), that is no longer the case. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. ---------------------------------------------------------------------- The information contained in Item 3 which describes the Reorganization Agreement, the Kasler Merger Agreement and the Escrow Agreement is incorporated herein by reference. The information contained in Item 5 which describes the Escrow Agreement is incorporated herein by reference. A copy of the Reorganization Agreement was filed as Exhibit 2 to the Schedule 13D and is incorporated herein by reference in its entirety. A copy of the Kasler Merger Agreement was filed as Exhibit 3 to the Schedule 13D and is incorporated by reference herein in its entirety. A copy of the Escrow Agreement was filed as Exhibit 4 to the Schedule 13D and is incorporated by reference herein in its entirety. In connection with the Reorganization Agreement, Mr. Washington, WCG Holdings and the Issuer entered into an affiliate agreement dated as of July 9, 1993 (the "Affiliate 9 Agreement") pursuant to which Mr. Washington agreed not to offer, sell, exchange, transfer, pledge or otherwise dispose of any of the Shares received by him in the Combination unless either: (i) such transaction shall be permitted pursuant to the provisions of Rule 145(d) under the Securities Act of 1933, as amended (the "Securities Act"); (ii) counsel representing Mr. Washington shall have advised the Issuer in a written opinion letter satisfactory to the Issuer and its counsel that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition; (iii) a registration statement under the Securities Act covering the Shares proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "SEC") and made effective under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Mr. Washington to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed sale, transfer or other disposition if consummated. A copy of the Affiliate Agreement was filed as Exhibit 5 to the Schedule 13D and is incorporated herein by reference in its entirety. In connection with the MK Merger, Mr. Washington delivered a letter dated as of May 20, 1996 to MK stating that at the contemplated meeting of stockholders of the Issuer to consider and vote upon the MK Merger, he will vote his Shares in favor of the Merger. The form of such letter is attached hereto as Exhibit 2 and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. --------------------------------- Exhibit 1. Joint Filing Agreement dated June 24, 1996. Exhibit 2. Letter dated May 20, 1996 10 SIGNATURE --------- After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 24, 1996 D.W. Holdings, Inc. By: /s/ DORN PARKINSON -------------------------------- Name: Dorn Parkinson Title: President Dated: June 24, 1996 /s/ DENNIS WASHINGTON -------------------------------- Dennis Washington Dated: June 24, 1996 /s/ PHYLLIS WASHINGTON -------------------------------- Phyllis Washington Dated: June 24, 1996 /s/ LEROY WILKES -------------------------------- LeRoy Wilkes 11 EXHIBIT INDEX ------------- Page Number ----------- Exhibit 1. Joint Filing Agreement dated June 24, 1996. Exhibit 2. Letter dated May 20, 1996. EX-1 2 JOINT FILING AGREEMENT EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $.01 par value (the "Common Stock"), of Washington Construction Group, Inc. (formerly Kasler Holding Company), a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or -------- accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 24th day of June 1996. D.W. Holdings, Inc. By: /s/ DORN PARKINSON -------------------------------- Name: Dorn Parkinson Title: President /s/ DENNIS WASHINGTON -------------------------------- Dennis Washington /s/ PHYLLIS WASHINGTON -------------------------------- Phyllis Washington /s/ LEROY WILKES -------------------------------- LeRoy Wilkes EX-2 3 LETTER DATED MAY 20, 1996 FROM DENNIS WASHINGTON EXHIBIT 2 Dennis Washington May 20, 1996 Board of Directors Morrison Knudsen Corporation Morrison Knudsen Plaza Boise, Idaho 83729 Gentlemen: At the contemplated meeting of stockholders of Washington Construction Group, Inc. to consider and vote upon the Recapitalization described in the Non- Binding Term Sheet dated May 16, 1996 between Morrison Knudsen Corporation and WCGI, I will vote my shares of WCGI Common Stock in favor of the Recapitalization. Very truly yours, /s/ Dennis Washington -------------------------- Dennis Washington -----END PRIVACY-ENHANCED MESSAGE-----