-----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, K3HanNScNox9D4vI84I/4fJIe7RuFyBruEN5kDMLkwcZCo4oVRPUPmPaeY4fulv0 lNXcULwfRzGFnjftUIradA== 0000950149-97-001631.txt : 19970827 0000950149-97-001631.hdr.sgml : 19970827 ACCESSION NUMBER: 0000950149-97-001631 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970826 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORRISON KNUDSEN CORP// 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: 97669912 BUSINESS ADDRESS: STREET 1: 27400 E FIFTH ST CITY: HIGHLAND STATE: CA ZIP: 92346 BUSINESS PHONE: 9098844811 MAIL ADDRESS: STREET 1: P O BOX 73 STREET 2: 720 PARK BLVD CITY: BOISE STATE: ID ZIP: 83712 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 #4 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------- SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) MORRISON KNUDSEN CORPORATION (formerly Washington Construction Group, Inc.) ------------------------------ (Name of Issuer) Common Stock, $.01 Par Value --------------------------- (Title of Class of Securities) 61844A 10 9 --------------- (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 August 25, 1997 -------------------------------------------------- (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: [ ] (Continued on following pages) Page 1 of 9 Pages Exhibit Index is on Page 7 2 CUSIP NO. 61844A109 13D PAGE 2 OF 9 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) 1.5% 14 TYPE OF REPORTING PERSON CO 2 3 CUSIP NO. 61844A109 13D PAGE 3 OF 9 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) 37.6% 14 TYPE OF REPORTING PERSON IN 3 4 CUSIP NO. 61844A109 13D PAGE 4 OF 9 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) 0.1% 14 TYPE OF REPORTING PERSON IN 4 5 This Amendment No. 4 to Schedule 13D amends the Statement on Schedule 13D filed July 19, 1993, as amended (the "Schedule 13D") by D.W. Holdings, Inc., a Texas corporation, Dennis Washington and Phyllis Washington relating to the Common Stock, par value $.01 per share, of Morrison Knudsen Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ITEM 4. PURPOSE OF TRANSACTION. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Items 3, 4 and 6 are hereby amended in pertinent part as follows: On August 25, 1997, the Issuer issued a press release announcing that Mr. Dennis Washington and the Issuer had reached an agreement in principle regarding Mr. Washington's sale to the Issuer of his equity interest in a copper and molybdenum mine in Butte, Montana in exchange for newly issued shares of the Issuer's Series B convertible preferred stock. Such press release is filed as Exhibit 2 and is incorporated by reference herein. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1. Joint Filing Agreement dated June 24, 1996 (incorporated herein by reference to Exhibit 1 to Amendment No. 1 to the Schedule 13D). Exhibit 2. Form of Press Release dated August 25, 1997. 5 6 SIGNATURE After reasonable inquiry and to the best of the undersigneds' knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: August 25, 1997 D.W. Holdings, Inc. By: /s/ DORN PARKINSON --------------------------- Name: Dorn Parkinson Title: President Dated: August 25, 1997 /s/ DENNIS WASHINGTON ------------------------------ Dennis Washington Dated: August 25, 1997 /s/ PHYLLIS WASHINGTON ------------------------------- Phyllis Washington 6 7 EXHIBIT INDEX Exhibit 1. Joint Filing Agreement dated June 24, 1996 (incorporated herein by reference to Exhibit 1 to Amendment No. 1 to the Schedule 13D). Exhibit 2. Form of Press Release dated August 25, 1997.
7 EX-2 2 FORM OF PRESS RELEASE DATED AUGUST 25, 1997 1 EXHIBIT 2 AUGUST 25, 1997 AGREEMENT IN PRINCIPLE REACHED REGARDING PURCHASE BY MK OF MONTANA MINING FIRM BOISE - Upon the recommendation of a special committee of independent directors of Morrison Knudsen Corporation (MK), the MK Board of Directors has approved an agreement in principle with Dennis R. Washington, chairman of the MK Board, regarding the purchase by MK of Montana Resources, Inc. (MRI) from Washington. The special committee determined that the transaction would be fair to MK and its stockholders. The agreement is subject to negotiation of final documentation, must be approved by the company's stockholders and will be subject to other conditions including regulatory and other approvals. The agreement also requires an opinion from Dillon, Reed & Co. Inc., financial advisor to the special committee, that the consideration being paid for MRI is fair, from a financial point of view, to the stockholders of MK other than Washington. The transaction could be completed by year-end. MRI owns a 50.1-percent interest in a copper mining and concentrating operation in Butte, Montana. According to the agreement, MK would purchase MRI for 2.2 million shares of newly issued Series B convertible paid-in-kind preferred stock at an issue price of $50 per share for a total of $110 million. The preferred stock to be issued to Washington would be convertible into MK common stock five years after the closing date at a conversion price of $13.65 per share (approximately 3.663 shares of common stock for each share of preferred stock) which represents a 15.0 percent premium over the 10-day average common stock trading price at the close of business on August 22, 1997. The preferred stock would accrue a 6.25 percent annual dividend (payable in preferred stock); and potentially earn at the end of the five-year period a stock appreciation bonus of additional common shares if MK's common stock achieves target prices above $13.65 per share up to a maximum of 911,800 shares at or above $17.30 per share. After five years, if Washington converts all of the preferred shares to common stock and realizes the additional 911,800 stock appreciation bonus shares, his total ownership of MK common shares will have increased by 11.9 million shares. Washington presently owns approximately 20.2 million shares (37.5 percent) of MK's approximately 54 million outstanding primary shares of common stock. The Butte mine, one of the best managed pit operations, with 326 employees, is a low cost producer of copper and molybdenum. Some 45,000 tons of ore are processed daily, 365 days per year. During the past 10 years, the average annual production of concentrate has contained the equivalent of approximately 90 million pounds of refined copper and 10 million pounds of refined molybdenum. At current production rates, ore reserves are estimated to be sufficient for more than 30 years of operation. In 1996, the mine had net income before taxes of $27.8 million on sales of $107.7 million. Revenue and net income of the mine are highly dependent upon the price of copper and can vary significantly from year to year. Production and financial information for 1996 is not necessarily representative of the mine's future performance. Additional terms of the agreement in principle are as follows: 8 2 -- The preferred stock is not redeemable prior to the fifth anniversary of the date of initial issuance. If Washington does not elect to convert the preferred stock into common stock on the fifth anniversary of the date of initial issuance, MK may, at its option, (1) redeem the preferred stock (plus an amount equal to accrued and unpaid dividends to the date of redemption), in whole or in part, for cash or for common stock of MK at $13.65 per share of common stock, or (2) exchange the preferred stock (plus accrued and unpaid dividends) for newly issued subordinated debentures of MK carrying an annual interest rate of 6.25 percent and maturing on the fifteenth anniversary of the date of initial issuance. -- During the initial five-year period, the preferred stock would have one-tenth of one vote for each share of underlying common stock except on matters adversely affecting the preferred stock as a class or as required by law. In addition, in the event MK issues additional shares of voting stock, the preferred stock would be entitled to incremental voting rights (up to one vote for each share of underlying common stock) which would provide Washington with certain protections against dilution of his current voting interest in MK. -- The preferred stock would rank senior to all classes of equity other than the currently outstanding Series A preferred stock of MK as to dividends and upon liquidation. The preferred stock would be subject to customary change-of-control provisions. -- During a 10-year period the company would be required to have at least three directors who are independent of both Washington and the company. -- During a six-year period, Washington must obtain approval from the independent members of the MK Board of Directors prior to increasing his ownership of MK shares. Morrison Knudsen Corporation (NYSE: MK) has 8,500 employees at work in 33 countries serving the environmental, industrial, heavy civil construction, mining, operations & maintenance, power, process and transportation markets as an engineer and constructor. CONTACT: John Roberts, Corporate Communications, Morrison Knudsen Corporation, 208-386-5395. 9 -----END PRIVACY-ENHANCED MESSAGE-----