-----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, VoKADk28QWs2b/zjTCHpZUCKiDvUSWjTmaE40VHGFDN+3bC4Ayv0GgEbYONLrqgM 4JLrhitA52z4mFT5lf9IjA== 0000030067-96-000008.txt : 19960705 0000030067-96-000008.hdr.sgml : 19960705 ACCESSION NUMBER: 0000030067-96-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960703 EFFECTIVENESS DATE: 19960722 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: 333-07537 FILM NUMBER: 96590920 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 As filed with the Securities and Exchange Commission on July 3, 1996 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ________________________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________________________________ DRAVO CORPORATION Pennsylvania 24-0447860 (State or jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 3600 One Oliver Plaza Pittsburgh Pennsylvania 15222 (Address of principal executive offices) ___________________________________________ DRAVO CORPORATION MONEY ACCUMULATION PLAN (Full title of the plan) ___________________________________________ James J. Puhala Vice President , General Counsel and Secretary Dravo Corporation 3600 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: James J. Barnes, Esquire Buchanan Ingersoll Professional Corporation One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, PA 15219-1410 412-562-1415 ___________________________________________ CALCULATION OF REGISTRATION FEE Title of Amount Proposed Proposed Amount of Securities To Be to Be Maximum Maximum Registration Registered Registered Offering Aggregate Fee (2) (1) Price Offering Per Price (2) Share Common Stock (par 100,000 $14.625 $1,462,500 $504.31 value $.01 per share) (1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (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 sales prices for the Common Stock on the New York Stock Exchange, as reported in The Wall Street Journal, Midwest Edition, on July 1, 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 Money Accumulation 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 (d) 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 Corporation's Annual report on Form 10-K filed for the fiscal year ended December 31, 1995. (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. (d) Dravo Corporation Money Accumulation Plan Annual Report on Form 11-K for the fiscal year ended December 31, 1995. 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: 4.04 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. 4.07 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 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. 4.17 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. 4.19 Amendment Agreement Amendment Agreement dated December 31, 1995 encompassing the Fifth Amendment to the Override Agreement and the Fourth Amendment to the Amended and Restated Revolving Credit Agreement is incorporated by reference to Exhibit 4(xvii) of the December 31, 1995 Form 10-K of the Registrant. 4.20 Amendment Restatement Amendment and Restatement of Articles IV, V, VI and Appendix A dated February 15, 1996 of the Override Agreement is incorporated by reference to Exhibit 4(xviii) of the December 31, 1995 Form 10-K of the Registrant. 5.2 Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code 23.01 Consent of KPMG Peat Marwick LLP 24.1 Powers of Attorney 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, 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 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. (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. SIGNATURES The Registrant. 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 3rd day of July, 1996. DRAVO CORPORATION By: /s/ JAMES J. PUHALA Vice President, General Counsel and Secretary 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 July 3, 1996. Signature Capacity /s/ CARL A. GILBERT President, Chief Executive Officer and Director /s/ ERNEST F. LADD III Executive Vice President Finance and Administration /s/ LARRY J. WALKER Vice President and Controller James C. Huntington, Director Jr.* William E. Kassling* Director William G. Roth* Director */s/ JAMES J. PUHALA, Attorney-in-Fact The Plan. Pursuant to the requirements of the Securities Act of 1933, the Trustee of the Dravo Corporation Money Accumulation Plan 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 July 3, 1996 Dravo Corporation Money Accumulation Plan By: /s/ ERNEST F. LADD III Chairman, Dravo Retirement Board EXHIBIT INDEX Exhibit No. 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. 4.07 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. 4.17 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. 4.19 Amendment Agreement Amendment Agreement dated December 31, 1995 encompassing the Fifth Amendment to the Override Agreement and the Fourth Amendment to the Amended and Restated Revolving Credit Agreement is incorporated by reference to Exhibit 4(xvii) of the December 31, 1995 Form 10-K of the Registrant. 4.20 Amendment Restatement Amendment and Restatement of Articles IV, V, VI and Appendix A dated February 15, 1996 of the Override Agreement is incorporated by reference to Exhibit 4(xviii) of the December 31, 1995 Form 10-K of the Registrant. 5.2 Internal Revenue Filed herewith. Service Determination Letter 23.01 Consent of Independent Filed herewith. Certified Public Accountants 24.1 Power of Attorney Filed herewith. (included on signature page) EX-5 2 IRS DETERMINATION LETTER Exhibit 5.2 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR 31 HOPKINS PLAZA BALTIMORE, MD 21201-0000 Employer Identification Number: Date: September 16, 1995 25-0447860 File Folder Number: 521040876 DRAVO CORPORATION Person to Contact: ONE OLIVER PLAZA JACK NOVIK PITTSBURGH, PA 15222 Contact Telephone Number: (201)645-6549 Plan Name: DRAVO MONEY ACCUMULATION PLAN FOR HOURLY EMPLOYEES Plan Number: 024 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401- 1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue code. It is not a determination regarding the effect of other federal or local statutes. This plan satisfies the minimum coverage and nondiscrimination requirements of sections 410(b) and 401(a)(4) of the Code because the plan (disregarding any portion that benefits solely collectively bargained employees) benefits no highly compensated employees. This letter may not be relied on with respect to the aforementioned requirements of the Code for any plan year in which the plan (disregarding any portion that benefits solely collectively bargained employees) benefits any highly compensated employees. This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. Letter 835 (DO/CG) -2- DRAVO CORPORATION We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ PAUL M. HARRINGTON District Director Enclosure(s) Publication 794 Addendum LETTER 835 (DO/CG) -3- DRAVO CORPORATION This determination is subject to your adoption of the proposed plan restatement submitted in your authorized representative's letter dated December 30, 1994. This determination is also subject to your adoption of the proposed plan amendments submitted in your authorized representative's letter dated July 27, 1995. Both the proposed plan restatement and the amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). LETTER 835 (DO/CG) EX-23 3 ACCOUNTANTS CONSENT Exhibit 23.01 Consent of Independent Certified Public Accountants The Board of Directors Dravo Corporation: We consent to the use of our report dated January 24, 1996 relating to the consolidated balance sheets of Dravo Corporation and subsidiaries as of December 31, 1995 and 1994 and the related consolidated statements of operations, retained earnings and cash flows for each of the years in the three-year period ended December 31, 1995 incorporated herein by reference. Our report contains an explanatory paragraph that states the Company adopted the method of accounting for postemployment benefits prescribed by Statement of Financial Accounting Standards No. 112 in 1994, and the methods of accounting for postretirement benefits other than pensions and income taxes prescribed by Statements of Financial Accounting Standards No. 106 and 109, respectively, in 1993. Pittsburgh, Pennsylvania June 28, 1996 EX-24 4 POWERS OF ATTORNEY EXHIBIT NO. 24.1 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 25,000 shares of Common Stock of the par value of $1.00 per share of Dravo Corporation, to be delivered under the Dravo Corporation Money Accumulation 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: June 27, 1996 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 25,000 shares of Common Stock of the par value of $1.00 per share of Dravo Corporation, to be delivered under the Dravo Corporation Money Accumulation 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: June 29, 1996 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 25,000 shares of Common Stock of the par value of $1.00 per share of Dravo Corporation, to be delivered under the Dravo Corporation Money Accumulation 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: June 29, 1996 -----END PRIVACY-ENHANCED MESSAGE-----