-----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, VrgT/926iAa3Gw8WvS6PqLRSmSJPi1ffjwhoBDtIeoFgnfdrhAwzVdS+okbCjqR4 PKlMiI3oeWWX4xw1cHQhjQ== 0000950128-98-001065.txt : 19981012 0000950128-98-001065.hdr.sgml : 19981012 ACCESSION NUMBER: 0000950128-98-001065 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981009 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-10201 FILM NUMBER: 98722963 BUSINESS ADDRESS: STREET 1: 11 STANWIX ST. STREET 2: 11TH FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-995-5535 MAIL ADDRESS: STREET 1: 11 STANWIX ST., 11TH FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15222 FILED BY: 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 14D9/A BUSINESS ADDRESS: STREET 1: 11 STANWIX ST. STREET 2: 11TH FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-995-5535 MAIL ADDRESS: STREET 1: 11 STANWIX ST., 11TH FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15222 SC 14D9/A 1 DRAVO CORP. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE 14D-9 (AMENDMENT NO. 1) Solicitation/Recommendation Statement Pursuant to Section 14(d) (4) of the Securities Exchange Act of 1934 ---------------------- DRAVO CORPORATION (Name of Subject Company) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) ---------------------- 261471 10 6 (CUSIP Number of Class of Securities) ---------------------- EARL J. BELLISARIO SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY DRAVO CORPORATION 11 STANWIX STREET PITTSBURGH, PENNSYLVANIA 15222 (412) 995-5500 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the person(s) filing statement) ---------------------- With a copy to: Michael J. Flinn, Esq. Buchanan Ingersoll Professional Corporation One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, Pennsylvania 15219-1410 (412) 562-1027 ================================================================================ 2 This Amendment No. 1 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (the "Commission") by Dravo Corporation, a Pennsylvania corporation (the "Company"), on September 21, 1998 (as heretofore amended, the "Schedule 14D-9"), and relates to the tender offer made by DLC Acquisition Corp., a Pennsylvania corporation ("Purchaser") and wholly owned subsidiary of Carmeuse Lime, Inc., a Delaware corporation ("Carmeuse"), disclosed in a Tender Offer Statement on Schedule 14D-1 filed with the Commission on September 21, 1998, as heretofore amended, to purchase all of the outstanding shares of the Company's common stock, par value $1.00 per share (the "Shares"), at a purchase price of $13.00 per Share, net to the seller in cash, on the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase, dated September 21, 1998, and the related Letter of Transmittal. The purpose of this Amendment No. 1 is to amend Items 8 and 9 of the Schedule 14D-9 as set forth below. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. Item 8 of the Schedule 14D-9 is hereby amended by adding the following paragraph thereto: On October 5, 1998, the Company announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, had expired without any request for additional information or documentary materials. A copy of the press release issued by the Company announcing the expiration of the waiting period is attached hereto as Exhibit 99.01 and is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.01 Press release issued by Dravo Corporation, dated October 5, 1998, announcing that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended had expired. 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 8, 1998 DRAVO CORPORATION By: /s/ CARL A. GILBERT ------------------------------------- Carl A. Gilbert President and Chief Executive Officer -2- EX-99.01 2 DRAVO CORP. 1 Exhibit 99.01 DRAVO News DRAVO CORPORATION Contact: Richard E. Redlinger 11 Stanwix Street Pittsburgh, PA 15222 412-995-5554 10/5/98 DRAVO CORPORATION HART-SCOTT-RODINO WAITING PERIOD EXPIRES Pittsburgh, October 5 -- Dravo Corporation (NYSE:DRV) today announced that the Hart-Scott-Rodino waiting period with respect to the outstanding tender offer for shares of Dravo common stock and the proposed merger between Dravo Corporation and Carmeuse Lime, Inc. had expired. Consummation of the offer is subject to a number of other conditions, including the condition that at least a majority of Dravo's outstanding common shares, on a fully-diluted basis, be tendered into the offer, and the receipt of other regulatory approvals in addition to the expiration of the Hart-Scott-Rodino waiting period. # # # [DRAVO LOGO] -----END PRIVACY-ENHANCED MESSAGE-----