-----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, Qo5kBO+KfcRZrreBLMWzKRrngI69Gqi3WHf7j8d/h3O8353yIahsACSyp0H2RJCp UneGk1NUwbRrZ0n+UmIbDw== 0000950149-98-000054.txt : 19980119 0000950149-98-000054.hdr.sgml : 19980119 ACCESSION NUMBER: 0000950149-98-000054 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980116 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: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46235 FILM NUMBER: 98508496 BUSINESS ADDRESS: STREET 1: MORRISON KNUDSEN PLZ STREET 2: 720 PARK BLVD CITY: BOISE STATE: ID ZIP: 83712 BUSINESS PHONE: 2083865000 MAIL ADDRESS: STREET 1: P O BOX 73 STREET 2: PO BOX 73 CITY: BOISE STATE: ID ZIP: 83729 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 #5 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. 5) 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 January 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 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 8 Pages Exhibit Index is on Page 8 2 CUSIP NO. 61844A109 13D PAGE 2 OF 8 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 3 CUSIP NO. 61844A109 13D PAGE 3 OF 8 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 (plus 24,926 shares issuable upon exercise of stock options) (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 (plus 24,926 shares issuable upon exercise of stock options) (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 (plus 24,926 shares issuable upon exercise of stock options) (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) 37.3% 14 TYPE OF REPORTING PERSON IN 4 CUSIP NO. 61844A109 13D PAGE 4 OF 8 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 5 This Amendment No. 5 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 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended in pertinent part as follows: As of January 1, 1998, Michael Haight was appointed President of D.W. Holdings, Inc. 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 January 15, 1998, the Issuer issued a press release announcing that its discussions with Mr. Dennis Washington regarding the potential acquisition of his interest in Montana Resources, Inc., the owner of a partnership interest in a Butte, Montana copper and molybdenum mine, have been terminated. In light of the uncertainty regarding long term copper prices due to, among other things, instability in the Asian economy, and also in light of the recent drop in the Company's stock price, the parties were unable to finalize the terms of a definitive agreement and negotiations have terminated. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended in pertinent part as follows: (a) As of the close of business on January 15, 1998, D.W. Holdings beneficially owned an aggregate of 828,000 Shares (1.5% of the outstanding Shares) which it held directly. As of the close of business on January 15, 1998, Mr. Washington beneficially owned an aggregate of 20,234,561 Shares (37.3% of the outstanding Shares). Such Shares include (i) the 19,381,635 Shares held by Mr. Washington directly, (ii) 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 and (iii) 24,926 Shares issuable upon exercise of options which Mr. Washington has the right to exercise within 60 days of January 15, 1998. Mr. Washington serves as Chairman of the Board of Directors of the Issuer and in such capacity has been granted options to purchase Common Stock pursuant to the Morrison Knudsen Corporation Amended and Restated Stock Option Plan and the Morrison Knudsen Corporation 1997 Stock Option and Incentive Plan for Non-Employee Directors. On December, 31, 1996, Mr. Washington was granted options to purchase 12,778 Shares at an exercise price of $7.20 per Share (the "December 1996 Options"); on April 11, 1997, Mr. 5 6 Washington was granted options to purchase 25,000 Shares at $9.875 per Share (the "April 1997 Options"); and on December 1, 1997, Mr. Washington was granted options to purchase 11,795 Shares at $7.80 per Share (the "December 1997 Options"). The December 1996 Options vested in four equal installments on February 10, 1997, February 28, 1997, May 31, 1997, and August 31, 1997, and expire on January 10, 2007. The April 1997 Options vest in four equal annual increments on January 10, 1998, January 10, 1999, January 10, 2000, and January 10, 2001, and expire on January 10, 2007. The December 1997 Options vest in four equal installments on January 23, 1998, February 28, 1998, May 31, 1998, and August 31, 1998, and expire on January 1, 2008. As of the close of business on January 15, 1998, Mrs. Washington beneficially owned an aggregate of 77,838 Shares (0.1% of the outstanding Shares). As of the close of business on January 15, 1998, the Reporting Persons owned in the aggregate 20,312,399 Shares, including 24,926 Shares issuable upon exercise of options which Mr. Washington has the right to exercise within 60 days of January 15, 1998, which represent approximately 37.4% of the outstanding Shares (calculated in accordance with Rule 13d-3(d) under the Securities Exchange Act of 1934, as amended (the "Act")). Pursuant to Rule 13d-3 of the General Rules and Regulations under 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 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 such Shares. (b) D.W. Holdings has the shared power to vote and dispose of the Shares which it 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 will own and hold directly any Shares issued upon exercise of stock options, 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. 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). 6 7 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: January 15, 1998 D.W. Holdings, Inc. By: /s/ MICHAEL HAIGHT --------------------------- Name: Michael Haight Title: President Dated: January 15, 1998 /s/ DENNIS WASHINGTON ------------------------------ Dennis Washington Dated: January 15, 1998 /s/ PHYLLIS WASHINGTON ------------------------------- Phyllis Washington 7 8 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). 8 -----END PRIVACY-ENHANCED MESSAGE-----