-----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, PaQKHREB+eJ1P/TWXjwUyZZPj6dmSF+jdhxB9m629KUhTzqH/OOhXvV3EoDNjaBI ZcEDQz/WTeryzUM76cgExA== 0000891836-96-000057.txt : 19960311 0000891836-96-000057.hdr.sgml : 19960311 ACCESSION NUMBER: 0000891836-96-000057 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960308 SROS: NYSE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10201 FILM NUMBER: 96533117 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELTEC INTERNATIONAL SA CENTRAL INDEX KEY: 0000941330 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 535 MADISON AVE - 26TH FLOOR STREET 2: C/O DELTEC ASSET MANAGEMENT CORP CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122302963 MAIL ADDRESS: STREET 1: 535 MADISON AVE 26TH FLOOR STREET 2: C/O DELTEC ASSET MANAGEMENT CORP CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D/A - AMENDMENT NO. 2 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* DRAVO CORPORATION (Name of Issuer) Common Stock, Par Value $1.00 (Title of Class of Securities) 261471106 (CUSIP Number) Stephen Zuppello, Managing Director Deltec Asset Management Corporation 535 Madison Avenue, New York 10022 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP No. 261471106
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Deltec International S.A. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Panama 7 SOLE VOTING POWER 226,800 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 732,400 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 226,800 WITH 10 SHARED DISPOSITIVE POWER 732,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 959,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
3 This Amendment No. 2 amends and restates the Statement on Schedule 13D filed with the Securities and Exchange Commission on September 10, 1993, as amended and supplemented by Amendment No. 1 thereto filed on November 10, 1993. Item 1. Security and Issuer The class of equity securities to which this statement relates is the Common Stock, par value $1.00 per share (the "Shares"), of Dravo Corporation ("DRV") whose principal executive offices are located at 3600 One Oliver Plaza, Pittsburgh, Pennsylvania 15222-2682. Item 2. Identity and Background This statement is filed by Deltec International S.A. ("Deltec International"), a Panamanian corporation. Deltec International is a holding company which is engaged through various subsidiaries principally in the provision of investment advisory and private banking services in the Bahamas, the United States and the United Kingdom. Deltec International's subsidiaries include The Deltec Banking Corporation Limited ("Deltec Banking"), a Bahamian banking corporation which is engaged principally in investment and merchant banking in the Bahamas, and Deltec Panamerica Trust Company Limited ("Deltec Trust"), a Bahamian corporation which is engaged principally in the personal and corporate 4 trust business in the Bahamas. Accordingly, any securities beneficially owned by Deltec Banking or Deltec Trust may be regarded, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"), as being beneficially owned by Deltec International. Deltec Banking's subsidiaries include Depasa Corporation ("Depasa"), a New York corporation which is principally engaged in commercial investment and merchant banking in the United States. Depasa's subsidiaries include Deltec Asset Management Corporation ("Deltec Asset Management"), a New York corporation which is registered as a broker-dealer under the Act and as an investment adviser under the Investment Advisers Act of 1940. Accordingly, any securities beneficially owned by Deltec Asset Management may be regarded, for purposes of Section 13(d) of the Act, as being beneficially owned by each of Depasa, Deltec Banking and Deltec International. The address of the principal business and offices of Deltec International, Deltec Banking and Deltec Trust is Deltec House, Lyford Cay, Nassau, Bahamas, and the address of the principal business and offices of Depasa and Deltec Asset Management is 535 Madison Avenue, 26th Floor, New York, New York 10022. Kikis Fusco Asset Management Corporation ("KFAM"), whose address is 535 Madison Avenue, 26th Floor, New York, 5 New York 10022, is a registered investment adviser which manages a number of investment advisory accounts that were formerly managed by Deltec Asset Management. KFAM's offices are located within Deltec Asset Management's offices and there is frequent contact between personnel of KFAM and personnel of Deltec Asset Management. Because of the relationship between Deltec Asset Management and KFAM, any securities beneficially owned by KFAM may be regarded, for purposes of Section 13(d) of the Act, as being beneficially owned by each of Depasa, Deltec Banking, Deltec Asset Management and Deltec International. Appendix I attached hereto sets forth, with respect to each executive officer and director of Deltec International, Deltec Banking, Deltec Trust, Depasa, Deltec Asset Management and KFAM, the following information: (a) name, (b) residence or business address, (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and (d) citizenship. Except where otherwise indicated in Appendix I or as indicated above, the principal business of each organization listed in Appendix I is the provision of financial services. During the five years preceding the filing of this statement, except as otherwise described in Appendix I 6 neither Deltec International, Deltec Banking, Deltec Trust, Depasa, Deltec Asset Management, KFAM, nor, to the knowledge of Deltec International, any of their respective executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it or any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration General corporate funds of Deltec Banking were used to purchase the 226,800 Shares which are owned beneficially by Deltec International through Deltec Banking. Funds of customers of Deltec Trust for whom Deltec Trust is authorized to exercise investment discretion were used to purchase the Shares which are owned beneficially by Deltec International through Deltec Trust. Funds of customers of Deltec Asset Management for whom Deltec Asset Management is authorized to exercise investment discretion were used to purchase the Shares which are owned beneficially by Deltec International through Deltec Asset Management. Funds of customers of KFAM for whom KFAM is authorized to exercise 7 investment discretion were used to purchase the Shares which are owned beneficially by Deltec International through KFAM. The aggregate amount of such funds expended by Deltec Banking and customers of Deltec Trust, Deltec Asset Management and KFAM to purchase such Shares was $6,322,387. No borrowed funds were used in connection with such purchases. Item 4. Purpose of Transaction The 959,200 Shares referred to in Item 5 were acquired by Deltec Banking and by customers of Deltec Trust, Deltec Asset Management and KFAM for investment. At the present time Deltec International has no plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of DRV, or the disposition of securities of DRV, (b) an extraordinary corporate transaction, such as merger, reorganization or liquidation, involving DRV or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of DRV or any of its subsidiaries, (d) any change in the present board of directors or management of DRV, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the present capitalization or dividend policy of DRV, (f) any other material change in DRV's business or corporate structure, (g) changes in DRV's charter, bylaws or 8 instruments corresponding thereto or other actions which may impede the acquisition of control of DRV by any person, (h) causing a class of securities of DRV to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of DRV becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above. Deltec International and/or its subsidiaries or KFAM may purchase additional Shares of DRV, in the open market or otherwise, at any time. Item 5. Interest in Securities of the Issuer As of the date of filing this statement, Deltec International may be deemed to own beneficially 959,200 Shares, or approximately 6.5% of the 14,703,546 Shares which DRV reported as outstanding at September 30, 1995. Of the 959,200 Shares beneficially owned by Deltec International, 226,800 Shares are owned beneficially by Deltec International through Deltec Banking, 124,700 Shares are owned beneficially by Deltec International through Deltec Trust on behalf of discretionary customers of Deltec Trust, 19,500 Shares are owned beneficially by Deltec International through Deltec Asset Management on behalf of discretionary customers of Deltec Asset Management and 9 588,200 Shares are owned beneficially by Deltec International through KFAM on behalf of discretionary customers of KFAM. Deltec Trust, Deltec Asset Management and KFAM have the power to vote and dispose of the Shares they hold for such discretionary customers, who may also be regarded as having the power to vote and dispose of such Shares. However, Deltec International disclaims beneficial ownership of such 732,400 Shares owned beneficially through Deltec Trust, Deltec Asset Management and KFAM on behalf of discretionary customers. During the sixty days preceding the filing of this statement, Deltec International purchased an additional 137,900 Shares in the open market, as more particularly set forth in Appendix II. Of such Shares, 45,000 Shares were purchased for discretionary customers of Deltec Trust and 92,900 Shares were purchased for discretionary customers of KFAM. Item 6. Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer Deltec International presently has no contracts, arrangements, understandings or relationships with any person with respect to any securities of DRV. 10 Item 7. Material to Be Filed as Exhibits 1. Power of Attorney, dated March 1, 1996, signed by the President of Deltec International S.A. authorizing Stephen Zuppello to sign statements on Schedule 13D and amendments thereto. 11 Signature After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 8, 1996 DELTEC INTERNATIONAL S.A. By: /s/ Stephen Zuppello Stephen Zuppello Authorized Representative 12 APPENDIX I DELTEC INTERNATIONAL S.A. DIRECTORS AND OFFICERS
PRINCIPAL NAME AND NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP Peter S. Darling Managing Director Mercury Asset Mgmt Group British Chairman Mercury Asset Mgmt 33 King William Street Group London, England 3C2R 9AS Penelope Dauphinot Vice President of Deltec International S.A. Brazilian Deputy Chairman; Deltec Inter- P. O. Box N-3229 Vice President national S.A. Nassau, Bahamas Matthew F. Gibbons President of Deltec Deltec International S.A. British President; Director; International S.A. P. O. Box N-3229 CEO Nassau, Bahamas David P. McNaughtan Chairman Deltec Securities (U.K.)Ltd. British Vice President Deltec Securities Brettenham House (U.K.) Ltd. 5 Lancaster Place London, WC2E 9EN England Gordon Bradshaw Vice President & The Deltec Banking Canadian Treasurer Controller of Corporation Ltd. The Deltec Banking P. O. Box N-3229 Corporation Ltd. Nassau, Bahamas Stephanie E. Harding Secretary of The The Deltec Banking Bahamian Secretary Deltec Banking Corporation Ltd. Corporation Ltd. P. O. Box N-3229 Nassau, Bahamas Arthur E. Byrnes Chairman of the Board Deltec Asset Mgmt. Corp. U.S. Director Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Jean Chalopin Private investor c/o Deltec Int'l S.A. French Director P. O. Box N-3229 Nassau, Bahamas Maurice M. Dwek Private investor Soditic Finance F.A. British Director 114 rue du Rhone 1204 Geneva Switzerland 13 Albert H. Gordon Advisory director PaineWebber Inc. U.S. Director PaineWebber Inc. 1285 Avenue of the Americas New York, N.Y. 10019 John R. Gordon President & CEO Deltec Asset Mgmt. Corp. U.S. Director Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Kiendl Gordon Homemaker c/o Deltec Asset Mgmt. Corp. U.S. Director 535 Madison Avenue New York, N.Y. 10022 Peter T. Kikis Private Investor c/o Deltec Asset Mgmt. Corp. U.S. Director 535 Madison Avenue New York, N.Y. 10022 John L. Loeb Private Investor Seagram Building U.S. Director 375 Park Avenue, Suite 801 New York, N.Y. 10152 J. Mario Santo Domingo Presidente del Cervecerias Bavaria S.A. Colombian Director Directorio (brewery) Bavaria, S.A. Apartado Aereo 3538 Bogota, Colombia Gustavo J. Vollmer, Jr. Industrialist Corpalmar Venezuelan Director (sugar mill) Edificio Banco Del Orinoco Pisoq, Ave.FCO De Miranda Sector La Floresta Caracas, Venezuela Gustavo J. Vollmer, Sr. Private investor Banco Mercantile C.A. Venezuelan Director Apartado 789 Caracas 1010, Venezuela
14 DELTEC PANAMERICA TRUST COMPANY LIMITED DIRECTORS AND OFFICERS
PRINCIPAL NAME AND NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP Matthew F. Gibbons President of Deltec Deltec International S.A. British Chairman & Director International S.A. P. O. Box N-3229 Nassau, Bahamas Jennifer E. Rahming Trust Officer of Deltec Panamerica Trust Bahamian Managing Director; Deltec Panamerica Company Limited Asst. Vice President; Trust Company Ltd. P. O. Box N-3229 Director Nassau, Bahamas Ella M. Thompson Secretary-Treasurer Deltec Panamerica Trust Bahamian Secretary-Treasurer of Deltec Panamerica Company Limited and Director Trust Company Ltd. P. O. Box N-3229 Nassau, Bahamas Penelope Dauphinot Vice President of Deltec International S.A. Brazilian Director Deltec Interna- P. O. Box N-3229 tional S.A Nassau, Bahamas Antonio Augusto de President Deltec Holdings Inc. Portuguese Araujo Faria Guedes Deltec Holdings Inc. (real estate development) Director and Rua Alcides Lourenco Da Rocha Assistant Secretary 167-10 Andar Sao Paulo, Brazil CEP 04571 Andre J. Feldman Trust Services, Deltec Panamerica Trust Bahamian Director; Managing Deltec Panamerica Company Limited Director Trust Company Ltd. P.O. Box N-3229 Nassau, Bahamas Roland P. Malimpensa Vice President Deltec Holdings Inc. Brazilian Director Deltec Holdings Inc. (real estate development) Rua Alcides Lourenco Da Rocha 167-10 Andar Sao Paulo, Brazil CEP 04571 Patricia N. Sandford Managing Director, Deltec Panamerica Trust U.S. Director; Managing Deltec Panamerica Company Limited Director Trust Company Ltd. P.O. Box N-3229 Nassau, Bahamas
15 THE DELTEC BANKING CORPORATION LIMITED DIRECTORS AND OFFICERS
PRINCIPAL NAME AND NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP Matthew F. Gibbons President Deltec International S.A. British Chairman; Director Deltec International S.A. P.O. Box N-3229 Nassau, Bahamas Andre J. Feldman Chief Operating Officer The Deltec Banking Bahamian Director; Vice The Deltec Banking Corporation Limited President & COO Corporation Limited P.O. Box N-3229 Nassau, Bahamas Jeffrey A. Williams Vice President of The Deltec Banking Bahamian Vice President The Deltec Banking Corporation Limited Corporation Limited P. O. Box N-3229 Nassau, Bahamas Stephanie E. Harding Secretary & Treasurer The Deltec Banking Bahamian Secretary & Treasurer of The Deltec Banking Corporation Ltd. Corporation Limited P. O. Box N-3229 Nassau, Bahamas Gordon Bradshaw Vice President & The Deltec Banking Canadian Vice President, Controller of The Del- Corporation Ltd. Controller & Director tec Banking Corp. Ltd. P. O. Box N-3229 Nassau, Bahamas Antonio Augusto de President Deltec Holdings Inc. Portuguese Araujo Faria Guedes Deltec Holdings Inc. (real estate development) Vice President and Rua Alcides Lourenco Da Rocha Director 167-10 Andar Sao Paulo, Brazil CEP 04571 Roland P. Malimpensa Vice President Deltec Holdings Inc. Brazilian Director Deltec Holdings Inc. (real estate development) Rua Alcides Lourenco Da Rocha 167-10 Andar Sao Paulo, Brazil CEP 04571 16 Patricia N. Sandford Managing Director of Deltec Panamerica Trust U.S. Director; Managing The Deltec Banking Company Limited Director Corporation Limited P.O. Box N-3229 Nassau, Bahamas David P. McNaughtan Chairman Deltec Securities (U.K.) British Director Deltec Securities Brettenham House (U.K.) Ltd. 5 Lancaster Place London, WC2E 9EN England Jennifer E. Rahming Trust Officer of The Deltec Banking Bahamian Vice President The Deltec Banking Corporation Limited Corporation Limited P.O. Box N-3229 Nassau, Bahamas
17 DEPASA CORPORATION DIRECTORS AND OFFICERS
PRINCIPAL NAME AND NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP Arthur E. Byrnes Chairman of the Board Deltec Asset Mgmt. Corp. U.S. Chairman, President Deltec Asset Mgmt. 535 Madison Avenue & Director Corporation New York, N.Y. 10022 John A. Cento Senior Vice President Deltec Asset Mgmt. Corp. U.S. Vice President, Deltec Asset Mgmt. 535 Madison Avenue Treasurer & Director Corporation New York, N.Y. 10022 Harry Chang Vice President Depasa Corporation U.S. Vice President Depasa Corporation 535 Madison Avenue New York, N.Y. 10022 John R. Gordon President & CEO Deltec Asset Mgmt. Corp. U.S. Director Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Elizabeth A. O'Reilly Secretary Deltec Asset Mgmt. Corp. U.S. Secretary Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Stephen Zuppello CFO, COO & Managing Deltec Asset Mgmt. Corp. U.S. Director Director 535 Madison Avenue Deltec Asset Mgmt. New York, N.Y. 10022 Corporation
18 DELTEC ASSET MANAGEMENT CORPORATION DIRECTORS AND OFFICERS
PRINCIPAL NAME AND NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP Arthur E. Byrnes Chairman of the Board Deltec Asset Mgmt. Corp. U.S. Chairman of the Board Deltec Asset Mgmt. 535 Madison Avenue & Director Corporation New York, N.Y. 10022 John R. Gordon President & CEO Deltec Asset Mgmt. Corp. U.S. President, CEO Deltec Asset Mgmt. 535 Madison Avenue & Director Corporation New York, N.Y. 10022 John A. Cento Senior Vice President Deltec Asset Mgmt. Corp. U.S. Senior Vice Presi- Deltec Asset Mgmt. 535 Madison Avenue dent, Treasurer Corporation New York, N.Y. 10022 & Director Stephen Zuppello COO, CFO & Managing Deltec Asset Mgmt. Corp. U.S. COO, CFO, Managing Director 535 Madison Avenue Director & Director Deltec Asset Mgmt. New York, N.Y. 10022 Corporation Stephen J. Albert Managing Director Deltec Asset Mgmt. Corp. U.S. Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Reed L. Harman Managing Director Deltec Asset Mgmt. Corp. U.S. Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Robin R. Keller Managing Director Deltec Asset Mgmt. Corp. U.S. Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Nancy D. Pundyk Managing Director Deltec Asset Mgmt. Corp. U.S. Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Denis T. Quinn Managing Director Deltec Asset Mgmt. Corp. U.S. Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Alan L. Werlau Managing Director Deltec Asset Mgmt. Corp. U.S. Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 19 Frank Codispoti Vice President Deltec Asset Mgmt. Corp. U.S. Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Dana H. Harper Vice President Deltec Asset Mgmt. Corp. U.S. Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Paul J. McCarthy Vice President Deltec Asset Mgmt. Corp. U.S. Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Cricket B. Weaver Vice President Deltec Asset Mgmt. Corp. U.S. Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 James T. White Vice President Deltec Asset Mgmt. Corp. U.S. Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Elizabeth A. O'Reilly Secretary Deltec Asset Mgmt. Corp. U.S. Secretary Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 James M. Colleary Assistant Secretary & Deltec Asset Mgmt. Corp. U.S. Assistant Treasurer Assistant Treasurer 535 Madison Avenue Assistant Secretary Deltec Asset Mgmt. New York, N.Y. 10022 Corporation Wolfgang Traber Managing Director Hanseatic Corp. German Director Hanseatic Corp. (investment company) 450 Park Avenue New York, N.Y. 10022
There have been two private actions against Deltec Asset Management Corporation arising from the bankruptcy of Cascade International, Inc. In re Cascade International Securities Litigation, Case No. 91- 8652-Civ-Nesbitt, in the United States District Court for the Southern District of Florida, West Palm Beach Division, was a class action brought by Cascade shareholders alleging that Deltec Asset Management Corporation violated federal and state laws in connection with sales of Cascade common stock. Deltec Asset Management Corporation and the plaintiffs entered into a Stipulation of Settlement on November 15, 1994 in which plaintiffs agreed, subject to Court approval, to dismiss with prejudice all claims against Deltec Asset Management Corporation and Deltec Asset Management Corporation agreed to pay $731,277 into an escrow account pursuant to the cease and desist order of the Securities and Exchange Commission referred to below for distribution to qualified claimants and to pay $100,000 into a second escrow account for 20 payment of plaintiffs' attorneys' fees. The Stipulation of Settlement was submitted for Court approval on March 13, 1995. The Court entered the order of preliminary approval on August 9, 1995. On December 7, 1995, the Court entered the Order and Final Approval of Settlement and Final Judgment approving the proposed settlement with class plaintiffs and dismissing the action against Deltec Asset Management Corporation with prejudice. Welt v. Deltec Asset Management Corporation, Case No. 93-8634 BKC-RAM, pending in the United States Bankruptcy Court for the Southern District of Florida, is an adversary proceeding brought against Deltec Asset Management Corporation by Cascade's trustee in bankruptcy alleging claims under federal and state law for fraudulent transfer, conversion and breach of contract with respect to Deltec Asset Management Corporation's purchases of Cascade common stock and receipt of shares of common stock of Conston Corporation pursuant to an option exercised by Cascade. Deltec Asset Management Corporation filed a motion to dismiss the complaint for failure to state a claim. On March 10, 1995, the Bankruptcy Court dismissed the Trustee's claims of fraud, constructive fraudulent transfer and preferential transfer, but denied Deltec Asset Management Corporation's motion to dismiss claims of conversion and breach of contract for Deltec Asset Management Corporation's purchases of Cascade stock. The Court denied the Trustee's motion for reconsideration of its March 10, 1995 order, but allowed the Trustee to file an amended complaint which was served upon Deltec Asset Management Corporation on or about September 13, 1995. Deltec Asset Management Corporation filed its answer to the amended complaint on October 13, 1995 and moved for summary judgment against the Trustee's remaining claims on February 29, 1996. In an administrative proceeding entitled In the Matter of Deltec Asset Management Corp. f/k/a Deltec Securities Corp., the Securities and Exchange Commission entered an Order Instituting Public Administrative Proceedings Pursuant to Section 8A of the Securities Act of 1933 against Deltec Asset Management Corporation on November 8, 1994 and accepted Deltec Asset Management Corporation's Offer of Settlement. The Order found that Deltec Asset Management Corporation violated Sections 5(a) and 5(c) of the Securities Act in that Deltec Asset Management Corporation sold 1,200,000 shares of common stock of Cascade International, Inc. when no registration statement was filed or in effect and that no exemption from registration was available. Deltec Asset Management Corporation was ordered to cease and desist from committing or causing any future violation of Sections 5(a) and 5(c) of the Securities Act and to pay $731,277, the amount of its profits on the sales, into an escrow fund for distribution upon Court approval to qualified claimants in the class action entitled In re Cascade International Securities Litigation, No. 91-8652-Civ-Nesbitt (S.D. Fla.). 21 KIKIS FUSCO ASSET MANAGEMENT CORPORATION DIRECTORS AND OFFICERS
PRINCIPAL NAME AND NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP Thomas P. Kikis Director & Co-CEO Kikis Fusco Asset Mgmt. U.S. Director Kikis Fusco Asset Corporation Mgmt. Corporation 535 Madison Avenue New York, N.Y. 10022 William J. Fusco Director & Co-CEO Kikis Fusco Asset Mgmt. U.S. Director Kikis Fusco Asset Corporation Mgmt. Corporation 535 Madison Avenue New York, N.Y. 10022 Spiro Gillis Chief Financial Officer Kikis Fusco Asset Mgmt. U.S. Kikis Fusco Asset Corporation Mgmt. Corporation 535 Madison Avenue New York, N.Y. 10022
22 APPENDIX II SCHEDULE OF PURCHASES OF SHARES DURING THE PAST SIXTY DAYS Date Number of Shares Price per share 1/17/96 10,000 11.375 1/18/96 5,000 11.50 1/19/96 10,000 11.50 1/22/96 20,000 11.375 1/23/96 1,000 11.25 1/24/96 90,900 11.375 1/24/96 1,000 11.405 23 Exhibit 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that Deltec International S.A. hereby authorizes Stephen Zuppello, Managing Director of Deltec Asset Management Corporation, to sign any and all statements on Schedule 13D and amendments thereto to be filed by Deltec International S.A. with the Securities and Exchange Commission relating to the Common Stock, par value $1.00 per share, of Dravo Corporation. Dated: March 8, 1996 DELTEC INTERNATIONAL S.A. By /s/ Matthew F. Gibbons Matthew F. Gibbons President -----END PRIVACY-ENHANCED MESSAGE-----