-----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, AYBsRHWJs6wBLNBZE0xvVE/dsvDB/Ab990YjxdVaJ6IQ3rKO95djNihjwFXpXD9v 9YDJZ+BXfYA+00Ub8NKhGQ== 0000030067-96-000002.txt : 19960314 0000030067-96-000002.hdr.sgml : 19960314 ACCESSION NUMBER: 0000030067-96-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960313 EFFECTIVENESS DATE: 19960401 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRAVO CORP CENTRAL INDEX KEY: 0000030067 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 250447860 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01691 FILM NUMBER: 96534419 BUSINESS ADDRESS: STREET 1: 3600 ONE OLIVER PLZ CITY: PITTSBURGH STATE: PA ZIP: 15222-2651 BUSINESS PHONE: 2054322651 MAIL ADDRESS: STREET 1: P O BOX 2068 CITY: MOBILE STATE: AL ZIP: 36652 S-8 1 S-8 Registration No. 33-___________ As filed with the Securities and Exchange Commission on March 13, 1996 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ________________________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________________________________ DRAVO CORPORATION Pennsylvania 25-0447860 (State or jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) One Oliver Plaza Pittsburgh, Pennsylvania 15222 (Address of principal executive offices) ___________________________________________ DRAVO CORPORATION STOCK INCENTIVE COMPENSATION PLAN (Full title of the plan) ___________________________________________ James J. Puhala Vice President, Secretary and General Counsel Dravo Corporation One Oliver Plaza Pittsburgh, Pennsylvania 15222 (Name and address of agent for service) 412-566-3000 (Telephone number of agent for service) Copies of communications to: William J. McCormick, Esquire Buchanan Ingersoll Professional Corporation One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, PA 15219-1410 412-562-1025 ___________________________________________ CALCULATION OF REGISTRATION FEE Title of Amount Proposed Proposed Amount of Securities To Be to Be Maximum Maximum Registration Registered Register Offering Aggregate Fee ed Price Offering Per Price Share Capital Stock (par 70,000 $12.375 $866,250 $299 value $1.00 per (1) (1) share) (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h). Such price, which is the average of the high and low prices for the Common Stock on the New York Stock Exchange, as reported in The Wall Street Journal, Midwest Edition, on March 11, 1996, has been determined in accordance with Rule 457(c). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement relates to the Dravo Corporation Stock Incentive Compensation Plan (the "Plan"). Dravo Corporation (the "Corporation" or the "Registrant") is incorporated in the Commonwealth of Pennsylvania. Item 3. Incorporation of Documents by Reference The Corporation hereby incorporates by reference into this Registration Statement the documents listed in (a) through (c) below. The Corporation also incorporates by reference, from the date of filing of such documents, all documents subsequently filed by it pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Securities Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold: a) The latest annual report of the Corporation filed pursuant to Section 13(a) or 15(d) under the Securities Exchange Act. b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; and c) The description of the Common Stock of the Corporation contained in the Corporation's registration statement filed under Section 12 of the Securities Exchange Act, including any amendment or report filed for the purpose of updating such description. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers Pennsylvania statutory law regarding directors and officers insurance and indemnification is embodied in Subchapter D (Sections 1741 through 1750) of the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"). Section 1741 (relating to third party actions) and 1742 (relating to derivative actions) of the BCL provide that, unless otherwise restricted by its bylaws, a business corporation shall have the power to indemnify any person who is made a party to a third- party or derivative action, respectively, by reason that such person is or was a representative of the corporation. The BCL defines representative to mean a director, officer, employee or agent thereof (a "Representative"). The sections further state that the corporation is authorized to indemnify the Representative against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action. However, the Representative must have acted in good faith and with a reasonable belief that his or her actions were in the best interests, or not opposed to the best interests, of the corporation; and with respect to any criminal proceeding, the Representative must have had no reasonable cause to believe his or her conduct was unlawful. Section 1743 of the BCL provides mandatory indemnification for a Representative if he or she succeeds on the merits or otherwise in the defense of any claim or action. The corporation must indemnify him or her to the extent of his or her actual and reasonable expenses (including attorney's fees) in connection with the claim or action. Section 1746(a) states that the statutory rights of indemnification shall not be deemed exclusive of any other rights to which a person might be entitled under any bylaw, agreement, or otherwise. However, 1746(b) forbids indemnification to be made in any case where the act or failure to act giving rise to the claim is determined by a court to be willful misconduct or recklessness. A corporation may not provide indemnification in the case of willful misconduct or recklessness. The BCL, in Section 1747, also authorizes corporations to purchase and maintain insurance on behalf of a Representative, whether or not the corporation would have the power to indemnify him or her. Such insurance is declared to be consistent with Pennsylvania's public policy. Article XVII of the Corporation's Bylaws provides as follows: ARTICLE XVII Indemnification SECTION 1. The Corporation shall indemnify every person who is or was a party or is threatened to be made a party to or is involved (as a witness or otherwise) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether or not by or in the right of the Corporation or otherwise (hereafter a "proceeding"), by reason of the fact that he or she is or was a Director or officer or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, officer or trustee or employee of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, or by reason of any action alleged to have been taken or not taken by him or her while acting in any such capacity, against expenses (including attorneys' fees) and all liability and loss, including judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement (whether with or without court approval), actually and reasonable incurred by him or her in connection with such threatened, pending or completed action, suit or proceeding, except to the extent prohibited by law as the same exists or may hereafter be amended (except in the case of any such amendment which has the effect of narrowing indemnification rights that the Corporation was permitted to provide prior to such amendment); provided, however, that except with respect to claims described in Section 2 hereof, the Corporation shall indemnify-any such person seeking indemnification in connection with a proceeding (or part thereof), initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. Subject to the foregoing indemnification, the right to indemnification conferred in this Section shall include the right to be paid by the Corporation expenses incurred; provided, however, that to the extent required by law, the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon receipt of an undertaking by or on behalf of such person to repay such amounts if it shall ultimately be determined that he or she is not entitled to be indemnified under this Article or otherwise. SECTION 2. If a claim under Section 1 is not paid in full by the Corporation within forty-five (45) days after a written claim has been received by the Corporation, the claimant may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim. The claimant shall also be entitled to be paid the expenses of prosecuting such claim to the extent he or she is successful in whole or in part on the merits or otherwise in establishing his or her right to indemnification or to the advancement of expenses. SECTION 3. The right to indemnification, including the right to the advancement of expenses, conferred in this Article shall not be exclusive of any other rights to which a person seeking indemnification or advancement of expenses hereunder may be entitled under any by-law, agreement, vote of shareholders, or directors or otherwise, both as to action in his or her official capacity and as to action in any other capacity while holding that office. SECTION 4. The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, including its obligation to advance expenses, whether arising under or pursuant to this Article or otherwise. SECTION 5. The Corporation shall have the express authority to enter into such agreements as the Board of Directors deem appropriate for the indemnification of, including the advancement of expenses to, present or future Directors, officers and employees of the Corporation in connection with their service to, or status with, the Corporation or any other corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan, for whom such person is serving at the request of the Corporation. SECTION 6. The right to indemnification, including the right to the advancement of expenses provided herein, shall be a contract right, shall continue as to a person who has ceased to be a director, officer, employee, or to serve in any other of the capacities described herein, and shall inure to the benefit of the heirs, executors and administrators of such person. Notwithstanding any amendment, alteration or repeal of this Article or any of its provisions or the adoption of any provision inconsistent with this Article or any of its provisions, any person who is or was a director, officer or employee or is or was serving at the request of the Corporation as a director, officer, employee, or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be entitled to indemnification, including the right to the advancement of expenses, in accordance with the provisions hereof and thereof with respect to any action taken or omitted prior to such amendment, alteration or repeal or the adoption of such inconsistent provision except to the extent such amendment, alteration, repeal or inconsistent provisions provides broader rights with respect to indemnification, including the advancement of expenses, than the Corporation was permitted to provide prior to the amendment, alteration, repeal, or the adoption of such inconsistent provision or to the extent otherwise prescribed by law. In addition, the Corporation has entered into agreements with each member of its Board of Directors which contractually require the Corporation to indemnify the Director to the same extent as indemnification is provided under Article XVII of the Bylaws. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits The following is a list of exhibits filed as part of this Registration Statement, which are incorporated herein: 4.01 Amended and Restated Exhibit 3.1 of the Corporation's Articles of Form 8-K filed February 12, 1992 Incorporation of the is incorporated hereby by Corporation reference 4.02 Bylaws of the Exhibit 3.1 of the Corporation's Corporation, as March 30, 1995 Form 10K is amended, January 1, incorporated herein by reference 1995 4.03 Shareholders' Rights Shareholders' Rights Agreement Agreement dated as of April 4, 1986 between Dravo Corporation and PNC Bank, N.A. (formerly Pittsburgh National Bank), as rights agent, incorporated by reference to Exhibit (1) of the April, 1986 Form 8-K of the Registrant. 4.04 Statement with Respect Statement with Respect to Shares to Shares -- Domestic Business Corporation amending Section 3(a) of the Certificate of Designations, Preferences and Rights of Series D Cumulative Convertible Exchangeable Preference Stock is incorporated by reference to exhibit (4)(ii) of the June 30, 1990 Form 10-Q of the Registrant. 4.05 Form of Form of indemnification Indemnification Agreement between Dravo Agreement Corporation and members of its Board of Directors incorporated by reference to Exhibit (10)(xvii) of the December 31, 1987 Form 10-K of the Registrant. 4.06 Statement Regarding S- Statement with respect to 8 Rules amended rules for Form S-8 is incorporated by reference to Exhibit (4)(x) of the December 31, 1990 Form 10-K of the Registrant. 4.07 Credit and Note and Credit and Note and Stock Stock Purchase Purchase Agreement dated as of Agreement September 21, 1988 by and among Dravo Corporation, its wholly- owned subsidiaries, Dravo Lime Company and Dravo Basic Materials Company, Inc. and The Prudential Insurance Company of America and Prudential Interfunding Corp. is incorporated by reference to Exhibit (4)(i) of the September 27, 1988 Form 8-K of the Registrant and amendment dated March 13, 1990 to said agreement is incorporated by reference to Exhibit (4)(v) of the December 31, 1989 Form 10-K of the Registrant. 4.08 Registration Agreement Registration agreement dated as of September 21, 1988 between Dravo Corporation and The Prudential Insurance Company of America, is incorporated by reference to Exhibit (4)(vi) to the September 27, 1988 Form 8-K of the Registrant. 4.09(a) Revolving Line of Revolving Line of Credit Credit Agreement Agreement with all attendant schedules and exhibits dated as of September 20, 1990, by and among Dravo Corporation. Dravo Lime Company, Dravo Basic Materials Company, Inc., First Alabama Bank, and PNC Bank, N.A. (formerly Pittsburgh National Bank) is incorporated by reference to Exhibit (4)(i) of the September 30, 1990 Form 10-Q of the Registrant. 4.09(b) Amendment to Credit Amendment to Credit and Note and and Note and Stock Stock Purchase Agreement dated Purchase Agreement as of September 21, 1988 by and among Dravo Corporation, Dravo Lime Company, Dravo Basic Materials Company, Inc., The Prudential Insurance Company of America, and Prudential Interfunding Corp., is incorporated by reference to Exhibit (4)(ii) of the September 30, 1990 Form 10-Q of the Registrant. 4.09(c) First amendment to the First amendment to the Corporation's Pledge Corporation's Pledge Agreement Agreement dated September 20, 1990 of the Credit and Note and Stock Purchase Agreement dated September 21, 1988 is incorporated by reference to Exhibit (4)(iii) of the September 30, 1990 Form 10-Q of the Registrant. 4.09(d) First amendment to the First amendment to the Second Second Intercreditor Intercreditor Agreement dated Agreement September 20, 1990 of the Credit and Note and Stock Purchase Agreement dated September 21, 1988 is incorporated by reference to Exhibit (4)(iv) of the September 30, 1990 Form 10-Q of the Registrant. 4.09(e) Intercreditor Intercreditor Agreement dated Agreement September 20, 1990 by and among The Prudential Insurance company of America, First Alabama Bank, PNC Bank, N.A. (formerly Pittsburgh National Bank), Mellon Bank, N.A., and the Royal Bank of Canada is incorporated by reference to Exhibit (4)(v) of the September 30, 1990 Form 10-Q of the Registrant. 4.10 Loan Agreement Loan Agreement dated as of December 1, 1978 between Dravo Equipment Company and County of Harrison, Ohio. The Registrant hereby agrees to furnish to the Commission upon request a copy of the instrument listed under exhibit 4.10. The instrument does not authorize the issuance of securities in excess of 10 percent of total assets of the Registrant and its subsidiaries on a consolidated basis. 4.11 Override Agreement Override Agreement, dated January 21, 1992, between Dravo Corporation, The Prudential Insurance Company of America, First Alabama Bank, PNC Bank, N.A. (formerly Pittsburgh National Bank) and Continental Bank, N.A. is incorporated by reference to Exhibit 10.1 of the February 12, 1992 Form 8-K of the Registrant. 4.12 First Amendment, dated First Amendment, dated March 10, March 10, 1993, to the 1993, to the Override Agreement Override Agreement dated January 21, 1992 between Dravo Corporation, The Prudential Insurance Company of America, First Alabama Bank, PNC Bank, N.A. (formerly Pittsburgh National Bank) and Continental Bank N.A. is incorporated by reference to Exhibit 4(xi) of the December 31, 1992 Form 10-K of the Registrant. 4.13 Second Amendment, Second Amendment, dated March 7, dated March 7, 1994, 1994, to the Override Agreement to the Override dated January 21, 1992 is Agreement incorporated by reference to Exhibit 4(xii) of the December 31, 1993 Form 10-K of the Registrant. 4.14 First Amendment, dated First Amendment, dated March 7, March 7, 1994, to the 1994, to the Amended and Amended and Restated Restated Revolving Credit Revolving Credit Agreement dated January 21, 1992 Agreement. is incorporated by reference to Exhibit 4(xiii) of the December 31, 1993 Form 10-K of the Registrant. 4.15 First Amendment to Four copies of the First Revolving Note Amendment To Revolving Note, (one each for The Prudential Insurance Company of America, First Alabama Bank, PNC Bank, N.A. and Continental Bank N.A.), dated March 7, 1994, to the Amended and Restated Revolving Credit Agreement dated January 21, 1992 are incorporated by reference to Exhibit 4(xiv) of the December 31, 1993 Form 10-K of the Registrant. 4.16 Note Purchase Note Purchase Agreement dated Agreement August 1, 1994 between Dravo Black River Limited Partnership and the Prudential Insurance Company of America is incorporated by reference to the August 18, 1994 Form 8-K of the Registrant. 4.17 Amendment Agreement Amendment Agreement dated August 1, 1994 encompassing the third Amendment to the Override Agreement dated January 21, 1992 and the Second Amendment to the Amended and Restated Revolving Credit Agreement dated January 21, 1992 is incorporated by reference to the August 18, 1994 Form 8-K of the Registrant. 4.18 Amendment Agreement Amendment Agreement dated January 3, 1995 encompassing the Fourth Amendment to the Override Agreement dated January 21, 1992 and the Third Amendment to the Amended and Restated Revolving Credit Agreement dated January 21, 1992 is incorporated by reference to Exhibit 4 (xvii) of the December 31, 1994 Form 10-K of the Registrant. 5.01 Opinion of Buchanan Filed herewith. Ingersoll Professional Corporation as to the legality of the securities being registered 23.01 Independent Filed herewith. Accountants' Consent 23.02 Consent of Buchanan Contained in opinion filed as Ingersoll Professional Exhibit 5.01 herewith. Corporation 24.01 Power of Attorney Filed herewith. Item 9. Undertakings d) The undersigned Registrant hereby undertakes: 1) To file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. 2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. e) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. f) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on the 12th day of March, 1996. DRAVO CORPORATION By: JAMES J. PUHALA James J. Puhala, Vice President, Secretary and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 12, 1996. Signature Capacity CARL A GILBERT President, Chief Executive Officer and Director ERNEST F. LADD III Executive Vice President and Chief Financial Officer LARRY J. WALKER Vice President and Controller Arthur E. Byrnes* Director James C. Huntington, Director Jr.* William E. Kassling* Director William G. Roth* Director Konrad M. Weis* Director *By James J. Puhala, Attorney-in-Fact EXHIBIT INDEX Exhibit Sequential Page Number* No. or Reference 4.01 Amended and Restated Exhibit 3.1 of the Corporation's Articles of Form 8-K filed February 12, 1992 Incorporation of the is incorporated hereby by Corporation reference 4.02 Bylaws of the Exhibit 3.1 of the Corporation's Corporation, as March 30, 1995 Form 10K is amended, January 1, incorporated herein by reference 1995 4.03 Shareholders' Rights Shareholders' Rights Agreement Agreement dated as of April 4, 1986 between Dravo Corporation and PNC Bank, N.A. (formerly Pittsburgh National Bank), as rights agent, incorporated by reference to Exhibit (1) of the April, 1986 Form 8-K of the Registrant. 4.04 Statement with Respect Statement with Respect to Shares to Shares -- Domestic Business Corporation amending Section 3(a) of the Certificate of Designations, Preferences and Rights of Series D Cumulative Convertible Exchangeable Preference Stock is incorporated by reference to exhibit (4)(ii) of the June 30, 1990 Form 10-Q of the Registrant. 4.05 Form of Form of indemnification Indemnification Agreement between Dravo Agreement Corporation and members of its Board of Directors incorporated by reference to Exhibit (10)(xvii) of the December 31, 1987 Form 10-K of the Registrant. 4.06 Statement Regarding S- Statement with respect to 8 Rules amended rules for Form S-8 is incorporated by reference to Exhibit (4)(x) of the December 31, 1990 Form 10-K of the Registrant. 4.07 Credit and Note and Credit and Note and Stock Stock Purchase Purchase Agreement dated as of Agreement September 21, 1988 by and among Dravo Corporation, its wholly- owned subsidiaries, Dravo Lime Company and Dravo Basic Materials Company, Inc. and The Prudential Insurance Company of America and Prudential Interfunding Corp. is incorporated by reference to Exhibit (4)(i) of the September 27, 1988 Form 8-K of the Registrant and amendment dated March 13, 1990 to said agreement is incorporated by reference to Exhibit (4)(v) of the December 31, 1989 Form 10-K of the Registrant. 4.08 Registration Agreement Registration agreement dated as of September 21, 1988 between Dravo Corporation and The Prudential Insurance Company of America, is incorporated by reference to Exhibit (4)(vi) to the September 27, 1988 Form 8-K of the Registrant. 4.09(a) Revolving Line of Revolving Line of Credit Credit Agreement Agreement with all attendant schedules and exhibits dated as of September 20, 1990, by and among Dravo Corporation. Dravo Lime company, Dravo Basic Materials Company, Inc., First Alabama Bank, and PNC Bank, N.A. (formerly Pittsburgh National Bank) is incorporated by reference to Exhibit (4)(i) of the September 30, 1990 Form 10-Q of the Registrant. 4.09(b) Amendment to Credit Amendment to Credit and Note and and Note and Stock Stock Purchase Agreement dated Purchase Agreement as of September 21, 1988 by and among Dravo Corporation, Dravo Lime Company, Dravo Basic Materials Company, Inc., The Prudential Insurance Company of America, and Prudential Interfunding Corp., is incorporated by reference to Exhibit (4)(ii) of the September 30, 1990 Form 10-Q of the Registrant. 4.09(c) First amendment to the First amendment to the Companies' Pledge Companies' Pledge Agreement Agreement dated September 20, 1990 of the Credit and Note and Stock Purchase Agreement dated September 21, 1988 is incorporated by reference to Exhibit (4)(iii) of the September 30, 1990 Form 10-Q of the Registrant. 4.09(d) First amendment to the First amendment to the Second Second Intercreditor Intercreditor Agreement dated Agreement September 20, 1990 of the Credit and Note and Stock Purchase Agreement dated September 21, 1988 is incorporated by reference to Exhibit (4)(iv) of the September 30, 1990 Form 10-Q of the Registrant. 4.09(e) Intercreditor Intercreditor Agreement dated Agreement September 20, 1990 by and among The Prudential Insurance company of America, First Alabama Bank, PNC Bank, N.A. (formerly Pittsburgh National Bank), Mellon Bank, N.A., and the Royal Bank of Canada is incorporated by reference to Exhibit (4)(v) of the September 30, 1990 Form 10-Q of the Registrant. 4.10 Loan Agreement Loan Agreement dated as of December 1, 1978 between Dravo Equipment Company and County of Harrison, Ohio. The Registrant hereby agrees to furnish to the Commission upon request a copy of the instrument listed under exhibit 4.10. The instrument does not authorize the issuance of securities in excess of 10 percent of total assets of the Registrant and its subsidiaries on a consolidated basis. 4.11 Override Agreement Override Agreement, dated January 21, 1992, between Dravo Corporation, The Prudential Insurance Company of America, First Alabama Bank, PNC Bank, N.A. (formerly Pittsburgh National Bank) and Continental Bank, N.A. is incorporated by reference to Exhibit 10.1 of the February 12, 1992 Form 8-K of the Registrant. 4.12 First Amendment, dated First Amendment, dated March 10, March 10, 1993, to the 1993, to the Override Agreement Override Agreement dated January 21, 1992 between Dravo Corporation, The Prudential Insurance Company of America, First Alabama Bank, PNC Bank, N.A. (formerly Pittsburgh National Bank) and Continental Bank N.A. is incorporated by reference to Exhibit 4(xi) of the December 31, 1992 Form 10-K of the Registrant. 4.13 Second Amendment, Second Amendment, dated dated March 7, 1994, March 7, 1994, to the Override to the Override Agreement dated January 21, 1992 Agreement is incorporated by reference to Exhibit 4(xii) of the December 31, 1993 Form 10-K of the Registrant. 4.14 First Amendment, dated First Amendment, dated March 7, March 7, 1994, to the 1994, to the Amended and Amended and Restated Restated Revolving Credit Revolving Credit Agreement dated January 21, 1992 Agreement. is incorporated by reference to Exhibit 4(xiii) of the December 31, 1993 Form 10-K of the Registrant. 4.15 First Amendment to Four copies of the First Revolving Note Amendment To Revolving Note, (one each for The Prudential Insurance Company of America, First Alabama Bank, PNC Bank, N.A. and Continental Bank N.A.), dated March 7, 1994, to the Amended and Restated Revolving Credit Agreement dated January 21, 1992 are incorporated by reference to Exhibit 4(xiv) of the December 31, 1993 Form 10-K of the Registrant. 4.16 Note Purchase Note Purchase Agreement dated Agreement August 1, 1994 between Dravo Black River Limited Partnership and the Prudential Insurance Company of America is incorporated by reference to the August 18, 1994 Form 8-K of the Registrant. 4.17 Amendment Agreement Amendment Agreement dated August 1, 1994 encompassing the third Amendment to the Override Agreement dated January 21, 1992 and the Second Amendment to the Amended and Restated Revolving Credit Agreement dated January 21, 1992 is incorporated by reference to the August 18, 1994 Form 8-K of the Registrant. 4.18 Amendment Agreement Amendment Agreement dated January 3, 1995 encompassing the Fourth Amendment to the Override Agreement dated January 21, 1992 and the Third Amendment to the Amended and Restated Revolving Credit Agreement dated January 21, 1992 is incorporated by reference to Exhibit 4 (xvii) of the December 31, 1994 Form 10-K of the Registrant. 5.01 Opinion of Buchanan Filed herewith. Ingersoll Professional Corporation as to the legality of the securities being registered 23.01 Independent Filed herewith. Accountants' Consent 23.02 Consent of Buchanan Contained in opinion filed as Ingersoll Professional Exhibit 5.01 herewith. Corporation 24.01 Power of Attorney Filed herewith. _______________________________ * Set forth only on manually signed copy filed with the Securities and Exchange Commission. EX-5 2 OPINIONS RE LEGALITY EXHIBIT NO. 5.01 Opinion of Buchanan Ingersoll Professional Corporation March 12, 1996 Board of Directors Dravo Corporation 3600 One Oliver Place Pittsburgh, PA 15222-2682 Gentlemen: We have acted as counsel to Dravo Corporation., a Pennsylvania corporation (the "Corporation"), in connection with the proposed issuance by the Corporation of up to 70,000 shares of the Corporation's common stock (the "Common Stock"), pursuant to the terms of the Dravo Corporation Stock Incentive Compensation Plan (the "Plan"). In connection with such proposed issuance, we have examined the Plan, the Certificate of Incorporation of the Corporation, as amended and restated, the By-laws of the Corporation, as amended and restated, the relevant corporate proceedings of the Corporation, the Registration Statement on Form S-8 covering the issuance of the shares, and such other documents, records, certificates of public officials, statutes and decisions as we consider necessary to express the opinions contained herein. In the examination of such documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to those original documents of all documents submitted to us as certified or photostatic copies. Based on the foregoing, we are of the opinion that when the Registration Statement shall have been declared effective by order of the Securities and Exchange Commission and when the Common Stock has been duly issued and delivered pursuant to the terms of the Plan, such shares of Common Stock will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, BUCHANAN INGERSOLL PROFESSIONAL CORPORATION By: WILLIAM J. MCCORMICK EX-23 3 ACCOUNTANTS CONSENT Exhibit 23.01 Independent Accountants' Consent The Board of Directors Dravo Corporation: We consent to the use of our report incorporated herein by reference. Our report refers to changes in the method of accounting for postretirement benefits other than pensions and income taxes prescribed by Statements of Financial Accounting Standards Nos. 106 and 109, respectively, in 1993 and in the method of accounting for post-employment benefits prescribed by Statements of Financial Accounting Standards No. 112 in 1994. Also, our report contains an explanatory paragraph that states a lawsuit and certain claims and assertions have been brought against the company for contract disputes and environmental costs, the outcome of which presently cannot be determined. KPMG PEAT MARWICK LLP New Orleans, Louisiana March 11, 1996 EX-24 4 POWERS OF ATTORNEY EXHIBIT NO. 24.01 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Carl A. Gilbert, Ernest F. Ladd, III and James J. Puhala, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities (including his capacity as a Director and/or officer of Dravo Corporation), to execute a Registration Statement on Form S-8, including the prospectus and any and all exhibits and other documents relating thereto, for registration under the Securities Act of 1933, as amended, of 70,000 shares of Common Stock of the par value of $1.00 per share of Dravo Corporation, to be delivered under the Dravo Corporation Stock Incentive Compensation Plan, and from time to time to execute any and all amendments (including post-effective amendments) to such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Name: /s/ Arthur E. Byrnes Date: January 25, 1996 Arthur E. Byrnes EXHIBIT NO. 24.01 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Carl A. Gilbert, Ernest F. Ladd, III and James J. Puhala, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities (including his capacity as a Director and/or officer of Dravo Corporation), to execute a Registration Statement on Form S-8, including the prospectus and any and all exhibits and other documents relating thereto, for registration under the Securities Act of 1933, as amended, of 70,000 shares of Common Stock of the par value of $1.00 per share of Dravo Corporation, to be delivered under the Dravo Corporation Stock Incentive Compensation Plan, and from time to time to execute any and all amendments (including post-effective amendments) to such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Name: /s/ James C. Huntington, Jr. Date: January 25, 1996 James C. Huntington, Jr. EXHIBIT NO. 24.01 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Carl A. Gilbert, Ernest F. Ladd, III and James J. Puhala, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities (including his capacity as a Director and/or officer of Dravo Corporation), to execute a Registration Statement on Form S-8, including the prospectus and any and all exhibits and other documents relating thereto, for registration under the Securities Act of 1933, as amended, of 70,000 shares of Common Stock of the par value of $1.00 per share of Dravo Corporation, to be delivered under the Dravo Corporation Stock Incentive Compensation Plan, and from time to time to execute any and all amendments (including post-effective amendments) to such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Name: /s/ William E. Kassling Date: January 25, 1996 William E. Kassling EXHIBIT NO. 24.01 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Carl A. Gilbert, Ernest F. Ladd, III and James J. Puhala, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities (including his capacity as a Director and/or officer of Dravo Corporation), to execute a Registration Statement on Form S-8, including the prospectus and any and all exhibits and other documents relating thereto, for registration under the Securities Act of 1933, as amended, of 70,000 shares of Common Stock of the par value of $1.00 per share of Dravo Corporation, to be delivered under the Dravo Corporation Stock Incentive Compensation Plan, and from time to time to execute any and all amendments (including post-effective amendments) to such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Name: /s/ William G. Roth Date: January 25, 1996 William G. Roth EXHIBIT NO. 24.01 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Carl A. Gilbert, Ernest F. Ladd, III and James J. Puhala, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities (including his capacity as a Director and/or officer of Dravo Corporation), to execute a Registration Statement on Form S-8, including the prospectus and any and all exhibits and other documents relating thereto, for registration under the Securities Act of 1933, as amended, of 70,000 shares of Common Stock of the par value of $1.00 per share of Dravo Corporation, to be delivered under the Dravo Corporation Stock Incentive Compensation Plan, and from time to time to execute any and all amendments (including post-effective amendments) to such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Name: /s/ Konrad M. Weis Date: January 25, 1996 Konrad M. Weis -----END PRIVACY-ENHANCED MESSAGE-----