-----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, W25ShNlPn4UvLDo245xb3RPLd6ZX8yXeoqHcFHIl4Bd7b8Vuyey9b3jpB8I21f55 QfyuA/qdWfu6C43uiIU/Fw== 0000030067-94-000012.txt : 19940819 0000030067-94-000012.hdr.sgml : 19940819 ACCESSION NUMBER: 0000030067-94-000012 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940818 EFFECTIVENESS DATE: 19940818 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 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-54179 FILM NUMBER: 94544835 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 POS 1 S-8 POST-EFFECTIVE AMENDMENT NO. 1 Registration No. 33-54179 As filed with the Securities and Exchange Commission on June 17, 1994 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO 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 ____________________________________ 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 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. 4.3 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. -2- 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. -3- 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- 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. 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. -5- 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 23.01 Independent Accountants' Consent Filed herewith. -6- 23.02 Consent of Buchanan Ingersoll Professional Corporation Contained in opinion filed as Exhibit 5.01. 24.01 Power of Attorney Filed herewith. _____________________ -7- 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 August 16, 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 August 16, 1994 Executive Officer CARL A. TORBERT, JR. and Director Executive Vice August 16, 1994 President ERNEST F. LADD, III Finance and Adm. LARRY J. WALKER Controller August 16, 1994 E. EUGENE BISHOP* Director August 16, 1994 ARTHUR E. BYRNES* Director August 16, 1994 JACK EDWARDS* Director August 16, 1994 JAMES C. HUNTINGTON, JR.* Director August 16, 1994 WILLIAM L. HURLEY* Director August 16, 1994 WILLIAM E. KASSLING* Director August 16, 1994 WILLIAM G. ROTH* Director August 16, 1994 KONRAD M. WEIS* Director August 16, 1994 ROBERT C. WILBURN* Director August 16, 1994 * By Ernest F. Ladd, Attorney-in-Fact -8- 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. -9- 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 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. -10- 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. -11- 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. -12- 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 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 Filed herewith at page 14. 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. -13- EX-23 2 INDEPENDENT ACCOUNTANTS' CONSENT The Board of Directors Dravo Corporation: We consent to the use of our report incorporated herein by reference. Our report dated February 16, 1994 contains an explanatory paragraph stating that certain lawsuits, claims and assertions have been brought against the company for environmental cost and contract and claim disputes, the outcome of which presently cannot be determined. Our report refers to changes in the methods of accounting for postretirement benefits other than pensions and income taxes. KPMG PEAT MARWICK LLP New Orleans, Louisiana August 15, 1994 -14- -----END PRIVACY-ENHANCED MESSAGE-----