-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, R+Qie83bNbnZmRyhrA0IDVmk5XyzKVcxjkMvrZdavqcrJ1mG3FSMOQz9Z9PacWFN nqFhILvIRfnXbfkYkplrZw== 0000030067-94-000009.txt : 19940620 0000030067-94-000009.hdr.sgml : 19940620 ACCESSION NUMBER: 0000030067-94-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940617 EFFECTIVENESS DATE: 19940706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRAVO CORP CENTRAL INDEX KEY: 0000030067 STANDARD INDUSTRIAL CLASSIFICATION: 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: 033-54179 FILM NUMBER: 94534669 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 FORM S-8 Registration No. 33- As filed with the Securities and Exchange Commission on June 17, 1994 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 DRAVO CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 25-0447860 (State or jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3600 One Oliver Plaza 15222-2682 Pittsburgh, Pennsylvania (ZIP Code) (Address of principal executive offices) DRAVO CORPORATION STOCK OPTION PLAN OF 1994 (Full title of the plan) James J. Puhala, Vice President, General Counsel and Secretary Dravo Corporation 3600 One Oliver Plaza Pittsburgh, Pennsylvania 15222-2682 (Name and address of agent for service) 412-566-3076 (Telephone number of agent for service) Copies of communications to: William J. McCormick, Esquire Buchanan Ingersoll Professional Corporation 57th Floor, 600 Grant Street Pittsburgh, Pennsylvania 15219-2702 412-562-1025 ____________________________________ CALCULATION OF REGISTRATION FEE Proposed Proposed Title Of Maximum Maximum Amount of Securities To Amount To Offering Price Aggregate Offering Registration Be Registered Be Registered Per Share Price Fee Common Stock 12,000 $11.69(1) $140,280(1) $49.00(1) (par value $1.00 per share) 988,000 $10.94(2) $10,808,720(2) $3,728(2) Total $3,777 (1) In accordance with Rule 457(h), such price is the price at which the options with respect to such shares may be exercised. (2) 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 for June 14, 1994, as reported in The Wall Street Journal, Midwest Edition, on June 15, 1994, 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 Option Plan of 1994 (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 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 from the date of filing of such documents: (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 Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law (the "PBCL") provides in general that a corporation may indemnify any person, including its directors, officers and employees who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (including actions by or in the right of the corporation) by reason of the fact that he or she is or was a representative of or serving at the request of the corporation, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action or proceedings if he or she is determined by the board of directors, or in certain circumstances by independent legal counsel to the shareholders, to have acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reason to believe his conduct was unlawful. In the case of actions by or in the right of the corporation, indemnification is not permitted in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the corporation except to the extent a court determines that the person is fairly and reasonably entitled to indemnification. In any case, to the extent that the person has been successful on the merits or otherwise in defense of any claim, issue or matter, he or she shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him or her in connection -2- therewith. Subchapter D also provides that the indemnification permitted or required by Subchapter D is not exclusive of any other rights to which a person seeking indemnification may be entitled. Article XVII of the By-Laws of the Company provide 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 reasonably 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 as 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 limitation concerning proceedings initiated by the person seeking indemnification, the right to indemnification conferred to this Section shall include the right to be paid by the Corporation the expenses incurred in connection with the proceedings in advance of the final disposition thereof promptly after receipt by the Corporation of a request therefor stating in reasonable detail the expenses incurred; provided, however, that to the extent require 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 bylaw, 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. -3- 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 provision provides broader rights with respect to indemnification, including the advancement of expenses, that 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. The Company has entered into agreements with each member of its Board of Directors which contractually require the Company 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: Exhibit No. or Reference 4.1 Amended and Restated Articles of Incorporation of the Corporation Exhibit 3.1 of the Corporation's Form 8-K filed on February 12, 1992 is incorporated herein by reference. 4.2 By-Laws of the Corporation Exhibit 3 of the Corporation's Form 10-Q filed on May 13, 1994 is incorporated herein by reference. -4- 4.3 Shareholders' Rights Agreement Shareholders' Rights 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. 4.4 Statement with Respect to Shares Statement with Respect 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. 4.5 Form of Indemnification Agreement Form of indemnification Agreement between Dravo 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. 4.6 Statement Regarding S-8 Rules Statement with respect to 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. 4.7 Credit and Note and Stock Purchase Agreement Credit and Note and Stock Purchase Agreement dated as of 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. 4.8 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. 4.9(a) Revolving Line of Credit Agreement Revolving Line of Credit Agreement with all attendant schedules and exhibits dated as of September 20, 1990, by and among -5- 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. 4.9(b) Amendment to Credit and Note and Stock Purchase Agreement Amendment to Credit and Note and Stock Purchase Agreement dated 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. 4.9(c) First amendment to the Companies' Pledge Agreement First amendment to the Companies' Pledge 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. 4.9(d) First amendment to the Second Intercreditor Agreement First amendment to the Second Intercreditor 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)(iv) of the September 30, 1990 Form 10-Q of the Registrant. 4.9(e) Intercreditor Agreement Intercreditor Agreement dated 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(a)Promissory Note Promissory Note dated as of January 4, 1979 between Southern Industries Corporation and The Prudential Insurance Company of America is incorporated by reference to Exhibit 4(ix) of the December 31, 1993 Form 10-K of the Registrant. 4.10(b)Loan Agreement Loan Agreement dated as of December 1, 1978 between Dravo Equipment Company and County of Harrison, Ohio. -6- 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 March 10, 1993, to the Override Agreement First Amendment, dated March 10, 1993, to the 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, dated March 7, 1994, to the Override Agreement Second Amendment, dated March 7, 1994, to the Override Agreement dated January 21, 1992 is incorporated by reference to Exhibit 4(xii) of the December 31, 1993 Form 10-K of the Registrant. 4.14 First Amendment, dated March 7, 1994, to the Amended and Restated Revolving Credit Agreement. First Amendment, dated March 7, 1994, to the Amended and Restated Revolving Credit Agreement dated January 21, 1992 is incorporated by reference to Exhibit 4(xiii) of the December 31, 1993 Form 10-K of the Registrant. 4.15 First Amendment to Revolving Note Four copies of the First 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. 5.01 Opinion of Buchanan Ingersoll Professional Corporation as to the legality of the securities being registered Filed herewith. 10.01 Corporation's Stock Option Plan of 1994 Incorporated by reference to the Corporation's Proxy Statement for the Annual Meeting of Shareholders on April 28, 1994 -7- 23.01 Independent Accountants' Consent Exhibit 23 of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 is incorporated by reference herein. 23.02 Consent of Buchanan Ingersoll Professional Corporation Contained in opinion filed as Exhibit 5.01. 24.01 Power of Attorney Filed herewith. _____________________ Item 9. Undertakings (a) 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 of 1933 (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. (b) 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 the 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. (c) 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. -8- PAGE SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 June 17, 1994. DRAVO CORPORATION By: CARL A. TORBERT, JR. Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Capacity Date Chairman, Chief June 17, 1994 Executive Officer CARL A. TORBERT, JR. and Director Executive Vice June 17, 1994 President ERNEST F. LADD, III Finance and Adm. LARRY J. WALKER Controller June 17, 1994 E. EUGENE BISHOP* Director June 17, 1994 ARTHUR E. BYRNES* Director June 17, 1994 JACK EDWARDS* Director June 17, 1994 JAMES C. HUNTINGTON, JR.* Director June 17, 1994 WILLIAM L. HURLEY* Director June 17, 1994 WILLIAM E. KASSLING* Director June 17, 1994 -9- WILLIAM G. ROTH* Director June 17, 1994 KONRAD M. WEIS* Director June 17, 1994 ROBERT C. WILBURN* Director June 17, 1994 * By Ernest F. Ladd, Attorney-in-Fact -10- PAGE EXHIBIT INDEX Sequential Page Number* Exhibit No. or Reference 4.1 Amended and Restated Articles of Incorporation of the Corporation Exhibit 3.1 of the Corporation's Form 8-K filed on February 12, 1992 is incorporated herein by reference. 4.2 By-Laws of the Corporation Exhibit 3 of the Corporation's Form 10-Q filed on May 13, 1994 is incorporated herein by reference. 4.3 Shareholders' Rights Agreement Shareholders' Rights 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. 4.4 Statement with Respect to Shares. Statement with Respect 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. 4.5 Form of Indemnification Agreement Form of indemnification Agreement between Dravo 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. 4.6 Statement Regarding S-8 Rules Statement with respect to 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. 4.7 Credit and Note and Stock Purchase Agreement Credit and Note and Stock Purchase Agreement dated as of 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 -11- 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. 4.8 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. 4.9(a) Revolving Line of Credit Agreement Revolving Line of Credit 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. 4.9(b) Amendment to Credit and Note and Stock Purchase Agreement Amendment to Credit and Note and Stock Purchase Agreement dated 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. 4.9(c) First amendment to the Companies' Pledge Agreement First amendment to the Companies' Pledge 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. 4.9(d) First amendment to the Second Intercreditor Agreement First amendment to the Second Intercreditor 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)(iv) of the September 30, 1990 Form 10-Q of the Registrant. 4.9(e) Intercreditor Agreement Intercreditor Agreement dated September 20, 1990 by and among The Prudential Insurance company of America, First Alabama Bank, PNC -12- 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(a)Promissory Note Promissory Note dated as of January 4, 1979 between Southern Industries Corporation and The Prudential Insurance Company of America is incorporated by reference to Exhibit 4(ix) of the December 31, 1993 Form 10-K of the Registrant. 4.10(b)Loan Agreement Loan Agreement dated as of December 1, 1978 between Dravo Equipment Company and County of Harrison, Ohio. 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 March 10, 1993, to the Override Agreement First Amendment, dated March 10, 1993, to the 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, dated March 7, 1994, to the Override Agreement Second Amendment, dated March 7, 1994, to the Override Agreement dated January 21, 1992 is incorporated by reference to Exhibit 4(xii) of the December 31, 1993 Form 10-K of the Registrant. 4.14 First Amendment, dated March 7, 1994, to the Amended and Restated Revolving Credit Agreement First Amendment, dated March 7, 1994, to the Amended and Restated Revolving Credit Agreement dated January 21, 1992 is incorporated by reference to Exhibit 4(xiii) of the December 31, 1993 Form 10-K of the Registrant. -13- 4.15 First Amendment to Revolving Note Four copies of the First 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. 5.01 Opinion of Buchanan Ingersoll Professional Corporation as to the legality of the securities being registered Filed herewith at page 15. 10.01 Corporation's Stock Option Plan of 1994 Incorporated by reference to the Corporation's Proxy Statement for the Annual Meeting of Shareholders on April 28, 1994 23.01 Independent Accountants' Consent Exhibit 23 of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 is incorporated by reference herein. 23.02 Consent of Buchanan Ingersoll Professional Corporation Contained in opinion filed as Exhibit 5.01. 24.01 Power of Attorney Filed herewith at page 16. _____________________ *Set forth only on manually signed copy filed with the Securities and Exchange Commission. -14- EX-5 2 LETTER RE LEGALITY June 17, 1994 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 1,000,000 shares of the Corporation's common stock (the "Common Stock"), pursuant to the terms of the Stock Option Plan of 1994 (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 -15- EX-24 3 POWERS OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on Form S-8 in connection with the registration, under the Securities Act of 1933, as amended, of up to 1,000,000 shares of the Common Stock of the par value of $1.00 per share of Dravo Corporation deliverable pursuant to the Dravo Corporation Stock Option Plan of 1994, to sign any amendments to said Registration Statement, and to file said Registration Statement or amendments thereto, with all exhibits thereto, and all 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 I 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. WITNESS the due execution hereof this 27th day of January, 1994. E. EUGENE BISHOP -16- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on Form S-8 in connection with the registration, under the Securities Act of 1933, as amended, of up to 1,000,000 shares of the Common Stock of the par value of $1.00 per share of Dravo Corporation deliverable pursuant to the Dravo Corporation Stock Option Plan of 1994, to sign any amendments to said Registration Statement, and to file said Registration Statement or amendments thereto, with all exhibits thereto, and all 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 I 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. WITNESS the due execution hereof this 27th day of January, 1994. ARTHUR E. BYRNES -17- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on Form S-8 in connection with the registration, under the Securities Act of 1933, as amended, of up to 1,000,000 shares of the Common Stock of the par value of $1.00 per share of Dravo Corporation deliverable pursuant to the Dravo Corporation Stock Option Plan of 1994, to sign any amendments to said Registration Statement, and to file said Registration Statement or amendments thereto, with all exhibits thereto, and all 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 I 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. WITNESS the due execution hereof this 27th day of January, 1994. JACK EDWARDS -18- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on Form S-8 in connection with the registration, under the Securities Act of 1933, as amended, of up to 1,000,000 shares of the Common Stock of the par value of $1.00 per share of Dravo Corporation deliverable pursuant to the Dravo Corporation Stock Option Plan of 1994, to sign any amendments to said Registration Statement, and to file said Registration Statement or amendments thereto, with all exhibits thereto, and all 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 I 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. WITNESS the due execution hereof this 27th day of January, 1994. JAMES C. HUNTINGTON, JR. -19- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on Form S-8 in connection with the registration, under the Securities Act of 1933, as amended, of up to 1,000,000 shares of the Common Stock of the par value of $1.00 per share of Dravo Corporation deliverable pursuant to the Dravo Corporation Stock Option Plan of 1994, to sign any amendments to said Registration Statement, and to file said Registration Statement or amendments thereto, with all exhibits thereto, and all 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 I 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. WITNESS the due execution hereof this 27th day of January, 1994. WILLARD L. HURLEY -20- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on Form S-8 in connection with the registration, under the Securities Act of 1933, as amended, of up to 1,000,000 shares of the Common Stock of the par value of $1.00 per share of Dravo Corporation deliverable pursuant to the Dravo Corporation Stock Option Plan of 1994, to sign any amendments to said Registration Statement, and to file said Registration Statement or any amendments thereto, with all exhibits thereto, and all 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 I 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. WITNESS the due execution hereof this 27th day of January, 1994. WILLIAM E. KASSLING -21- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on Form S-8 in connection with the registration, under the Securities Act of 1933, as amended, of up to 1,000,000 shares of the Common Stock of the par value of $1.00 per share of Dravo Corporation deliverable pursuant to the Dravo Corporation Stock Option Plan of 1994, to sign any amendments to said Registration Statement, and to file said Registration Statement or amendments thereto, with all exhibits thereto, and all 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 I 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. WITNESS the due execution hereof this 27th day of January, 1994. WILLIAM G. ROTH -22- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on Form S-8 in connection with the registration, under the Securities Act of 1933, as amended, of up to 1,000,000 shares of the Common Stock of the par value of $1.00 per share of Dravo Corporation deliverable pursuant to the Dravo Corporation Stock Option Plan of 1994, to sign any amendments to said Registration Statement, and to file said Registration Statement or amendments thereto, with all exhibits thereto, and all 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 I 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. WITNESS the due execution hereof this 27th day of January, 1994. KONRAD M. WEIS -23- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on Form S-8 in connection with the registration, under the Securities Act of 1933, as amended, of up to 1,000,000 shares of the Common Stock of the par value of $1.00 per share of Dravo Corporation deliverable pursuant to the Dravo Corporation Stock Option Plan of 1994, to sign any amendments to said Registration Statement, and to file said Registration Statement or amendments thereto, with all exhibits thereto, and all 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 I 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. WITNESS the due execution hereof this 27th day of January, 1994. ROBERT C. WILBURN -24- -----END PRIVACY-ENHANCED MESSAGE-----