SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
DCX, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
233161306
(CUSIP Number)
G. Christian Hedemann, Esq.
Black & Veatch LLP
11401 Lamar
Overland Park, KS 66211
(913) 458-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 2, 1997
(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
[ ].
*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 the disclosures provided in a prior cover page.
The information required in 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).
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1. NAME OF REPORTING PERSON
Black & Veatch Holding Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
43-1603954
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
608,713
8. SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
608,713
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
608,713
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.75%
14. TYPE OF REPORTING PERSON
CO
Item 1. Security and Issuer
This Statement relates to the common stock, no par value (the "Common
Stock"), of DCX, Inc., a Colorado corporation (the "Issuer"). The Issuer's
principal executive offices are located at 3002 N. State Hwy 83, Franktown,
Colorado.
Item 2. Identity and Background
(a) Name:
Black & Veatch Holding Company
(b) State of Organization:
Delaware
(c) Principal Business:
Acquisition, investment, distribution and sale of interests in
business entities and exercise of all of the powers of an
interest holder under the terms of such entities' charters and
bylaws.
Address of Principal Business/Principal Office:
8400 Ward Parkway
Kansas City, Missouri 64114
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(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) The name, business address, and the principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each executive
officer and director and each controlling person of Black & Veatch Holding
Company is set forth in Exhibit A hereto. To the best knowledge of Black &
Veatch Holding Company, each person listed in Exhibit A is a United States
citizen and, during the last five years, no person listed in Exhibit A attached
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to, a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
Black & Veatch Holding Company was a shareholder of PlanGraphics, Inc.,
a Maryland corporation ("PGI"). Pursuant to that certain Acquisition Agreement
dated September 22, 1997, by and among PGI, John C. Antenucci, IXCD Sub., Inc.,
a Colorado corporation, and the Issuer, each shareholder of PGI received Common
Stock in exchange for their shares of the common stock of PGI.
In addition, PGI was indebted to Black & Veatch Holding Company.
Pursuant to that certain Stock for Debt Agreement among PGI, the Issuer and
Black & Veatch Holding Company dated September 18, 1997, Black & Veatch Holding
Company received Common Stock in exchange for certain debt of PlanGraphics, Inc.
All of the Common Stock owned by Black & Veatch Holding Company was
received on October 2, 1997, pursuant to the foregoing agreements.
Item 4. Purpose of Transaction
The Common Stock was acquired for the purpose of investment. Black & Veatch
Holding Company has no intention of acquiring additional Common Stock. The
Issuer has agreed to file a registration statement under the Securities Act of
1933 as soon as possible and in no event later than December 1, 1997,
registering the public sale of the Common Stock owned by Black & Veatch Holding
Company. Following the effectiveness of the registration statement, Black &
Veatch Holding Company may sell all or a portion of the Common Stock.
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Other than as described above, neither Black & Veatch Holding Company nor
any controlling person of Black & Veatch Holding Company, has any present plans
or proposals which relate to or would relate in:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(ii) the sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(iii) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(iv) any material change in the present capitalization or dividend policy
of the Issuer;
(v) any other material change in the Issuer's business or corporate
structure;
(vi) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(vii) causing a class of securities of the Issuer 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;
(viii) a class of equity security of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(ix) any action with respect to the Issuer similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer
(a)-(b) No person other than Black & Veatch Holding Company has the
right to vote or exercise investment power over Common Stock being reported
herein. Each person listed in Item 2 may, by reason of their position with Black
& Veatch Holding Company or by reason of their position with its parent, Black &
Veatch LLP, be deemed to share voting and investment power over the Common Stock
being reported herein. Each such person disclaims such beneficial ownership.
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(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer Not applicable.
Item 7. Materials to be Filed as Exhibits
Exhibit A Executive Officers and Directors of the Reporting Person and
of Black & Veatch LLP. Exhibit B Letter Agreement regarding
Registration Rights.
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.
October 10, 1997
BLACK & VEATCH HOLDING COMPANY
/s/ G. Christian Hedemann
By: G. Christian Hedemann
Its: Secretary
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EXHIBIT A
Black & Veatch Holding Company
President
P. James Adam
8400 Ward Parkway
Kansas City, MO 64114
Occupation: Partner in Black & Veatch LLP
Sole Director and Secretary
G. Christian Hedemann
11401 Lamar
Overland Park, KS 66211
Occupation: Partner in Black & Veatch LLP
Vice President and Treasurer
Wayne F. Hall
11401 Lamar
Overland Park, KS 66211
Occupation: Partner in Black & Veatch LLP
Black & Veatch LLP
8400 Ward Parkway
Kansas City, MO 64114
Principal Business: To engage in a professional practice as consulting engineers
under the name of Black & Veatch.
Chairman of Black & Veatch LLP
P. James Adam
8400 Ward Parkway
Kansas City, MO 64114
Occupation: Partner in Black & Veatch LLP
Managing Partners of Black & Veatch LLP
Patrick G. Davidson
11401 Lamar
Overland Park, KS 66211
Occupation: Partner in Black & Veatch LLP
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Wayne F. Hall
11401 Lamar
Overland Park, KS 66211
Occupation: Partner in Black & Veatch LLP
James L. Patton
8400 Ward Parkway
Kansas City, MO 64114
Occupation: Partner in Black & Veatch LLP
John H. Robinson, Jr.
11401 Lamar
Overland Park, KS 66211
Occupation: Partner in Black & Veatch LLP
Leonard C. Rodman
8400 Ward Parkway
Kansas City, MO 64114
Occupation: Partner in Black & Veatch LLP
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EXHIBIT B
September 18, 1997
Black & Veatch Holding Company
1500 Meadow Lake Parkway
P.O. Box 8405
Kansas City, Missouri 64114
Dear Ladies and Gentlemen:
This letter is to confirm the agreement between DCX, Inc., a Colorado
corporation ("DCX"), and Black & Veatch Holding Company, a Delaware corporation
("BVH"), in connection with the shares of no par value common stock of DCX (the
"DCX Common Stock") acquired by BVH as a result of: (i) conversion of shares of
PlanGraphics, Inc., a Maryland corporation ("PGI"), into DCX Common Stock upon
the closing of the merger of PGI with a wholly owned subsidiary of DCX (the
"Merger") under the terms of the Acquisition Agreement dated September __, 1997,
among PGI, DCX, IXCD Sub, Inc., and John C. Antenucci (the "Merger Agreement");
and (ii) the transactions contemplated by the Stock for Debt Agreement dated of
even date herewith by and among DCX, BVH and PGI (the "Exchange Agreement").
DCX understands and acknowledges that BVH is willing to vote its shares of
PGI common stock in favor of the Merger and to proceed with the transactions
described in the Merger Agreement and the Exchange Agreement only if DCX and BVH
enter into this Agreement, that DCX's covenants and agreements set forth herein
constitute a material inducement to and consideration for BVH's decision to so
vote its shares of PGI common stock and to so complete such other transactions,
and that BVH's agreements as aforesaid constitute a material inducement to and
consideration for DCX's covenants and agreement as set forth herein.
In consideration of the premises, and the agreements set forth herein, DCX
and BVH hereby agree as follows:
1. Definitions. The following definitions shall apply to the terms used in
this Agreement:
a. BVH has the meaning set forth in the introduction.
b. BVH SHARES means all of the following to the extent the same
have not been sold to the public: (i) any and all shares of
DCX Common Stock owned by BVH or its transferees which were
received by BVH in connection with the Merger or the
Exchange Agreement; or (ii) stock issued in respect of stock
referred to in (i) above in any reorganization; or (iii)
stock issued in respect of the stock referred to in (i) or
(ii) as a result of a stock split, stock dividend,
recapitalization or combination.
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Black & Veatch Holding Company
September 18, 1997
Page 2
c. "Closing Date" means the date upon which the transactions
contemplated by the Merger Agreement and the Exchange
Agreement shall have been consummated.
d. "Commission" means the Securities and Exchange Commission,
or any other federal agency at the time administering the
Securities Act.
e. "DCX" has the meaning set forth in the introduction.
f. "DCX Common Stock" has the meaning set forth in the
introduction.
g. "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar federal statute and the rules and
regulations thereunder, all as the same shall be in effect
at the time.
h. "Effective Date" means the date upon which the registration
of the BVH Shares shall have become effective.
i. "Exchange Agreement" has the meaning set forth in the
introduction.
j. "Holder" means "BVH", and any other person or persons to
whom rights hereunder may be transferred pursuant to Section
8 of this Agreement.
k. "Merger Agreement" has the meaning set forth in the
introduction.
l. "PGI" has the meaning set forth in the introduction.
m. "Register," "Registered" and "Registration" refers to a
registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such
registration statement, and compliance with applicable state
securities laws of such states in which Holders notify the
Company of their intention to offer BVH Shares; provided
that DCX shall not be required to complete a merit
registration in any such state.
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Black & Veatch Holding Company
September 18, 1997
Page 3
n. "Rule 144" means Rule 144 under the Securities Act or any
successor or similar rule as may be enacted by the
Commission from time to time.
o. "Securities Act" means the Securities Act of 1933, as
amended, or any similar federal statute and the rules and
regulations thereunder, all as the same shall be in effect
at the time.
2. Covenants
a. For so long as any Holder holds BVH Shares, DCX shall make
available ADEQUATE CURRENT PUBLIC INFORMATION within the
meaning of and as required by Rule 144, and shall file
promptly all reports and any definitive proxy or information
statements required to be filed by DCX with the Commission
pursuant to sections 13, 14, or 15 of the Exchange Act, or
any statutory provisions which supersede such sections.
b. For so long as any Holder holds BVH Shares, DCX shall take
all necessary or appropriate action within its power to
maintain the authorization for trading of it stock on the
Nasdaq Stock Market, and shall maintain its status as a
reporting company under the Exchange Act. 3. Representations
3. Representations
a. The execution, delivery and performance of this Agreement by
DCX have been duly authorized by all requisite corporate
action and will not violate any provision of law, any order
of any court or other agency of government, the Articles of
Incorporation or Bylaws of DCX or any provision of any
indenture, agreement or other instrument to which it or any
of its properties or assets is bound, conflict with, result
in a breach of or constitute (with due notice or lapse of
time or both) a default under any such indenture, agreement
or other instrument or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever
upon any of the properties or assets of DCX.
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Black & Veatch Holding Company
September 18, 1997
Page 4
b. This Agreement has been duly executed and delivered by DCX
and constitutes the legal, valid and binding obligation of
DCX, enforceable in accordance with its terms, subject to
(i) applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance and moratorium laws and other laws of
general application affecting enforcement of creditors'
rights generally and (ii) the availability of equitable
remedies as such remedies may be limited by equitable
principles of general applicability (regardless of whether
enforcement is sought in a proceeding in equity or at law).
c. DCX's report on Form 10-KSB for the year ended September 30,
1996, as filed with the Commission, and all subsequent
reports and proxy statements filed by DCX thereafter
pursuant to Section 13(a) or 14(a) of the Exchange Act do
not and will not contain any misstatement of a material fact
or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading as of the time the document was filed. Since the
filing of such report on Form 10-KSB, DCX has not failed to
file on a timely basis any other report, proxy statement, or
other document which has been required to be filed by DCX
pursuant to Section 13(a) or 14(a) of the Exchange Act.
d. The BVH Shares will be, when delivered pursuant to the
transactions contemplated by the Merger Agreement and the
Exchange Agreement, validly authorized and issued, fully
paid and non-assessable and free of preemptive rights.
e. DCX is presently eligible under all applicable statutes and
regulations to file a registration statement with respect to
the BVH Shares on Commission Form S-3. DCX has no knowledge
of any facts or circumstances which would preclude DCX from
eligibility to use such Form S-3 in the future.
4. Registration
a. As soon as possible, and in no event later than 60 days
after the Closing Date, DCX shall prepare and file a
registration statement with the Commission pursuant to the
Securities Act for the purpose of registering all of the BVH
Shares (the "Registration Statement"). If DCX is eligible to
file such Registration Statement using Commission form S-3,
DCX shall use such form. Otherwise, DCX shall use any other
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Black & Veatch Holding Company
September 18, 1997
Page 5
available form for such Registration Statement. DCX shall
use its best and most diligent efforts to have the
Registration Statement declared effective under the
Securities Act as soon as possible after such filing, and
shall take all actions necessary in connection therewith,
including without limitation filing of any necessary
amendments, any necessary undertakings to file
post-effective amendments, execution of any other required
undertakings, and compliance with all governmental
requirements. For a period of at least one year following
the Effective Date, DCX shall continuously maintain the
effectiveness of the Registration Statement for the purpose
of resale of the BVH Shares by the Holder. At all times
during such one-year period, DCX will keep the Registration
Statement current by filing any required post-effective
amendments or supplements. DCX shall refrain from any action
or omission that could cause a delay in the effectiveness of
the Registration Statement, or, after such effectiveness,
could cause the Registration Statement not to be current. b.
DCX shall register or qualify the BVH Shares for offer and
sale under the securities or "Blue Sky" laws of each
jurisdiction specified by any Holder, and keep such
registration or qualification effective for the applicable
period specified in Section 4.a above. DCX shall not be
required to file a merit registration in any such state. DCX
shall promptly inform the Holder if any state specified by
the Holder would require a merit registration and is
therefore unavailable for resale absent an applicable
exemption.
c. DCX shall cause all DCX Common Stock covered by the
registration in Section 4.a above to be listed on each
security exchange or market system (including NASDAQ) on
which similar securities issued by DCX are then listed.
d. DCX shall furnish such number of prospectuses and other
documents incident thereto as a Holder from time to time may
reasonably request.
e. DCX will file with the Commission any periodic report on
Form 8-K as may be required under the Exchange Act, and any
additional 8-K that may be required to file any financial
statements necessary under the requirements of Form S-3.
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Black & Veatch Holding Company
September 18, 1997
Page 6
f. All expenses in connection with the issuance and
registration of the BVH Shares, including without limitation
all registration, filing and qualification fees, expenses
for legal counsel and any special audits for DCX's financial
statements incidental to or required by such registration,
and all other expenses and costs associated with the actions
to be taken by DCX in accordance with this Agreement, shall
be borne by DCX, except that DCX shall not be required to
pay any commissions relating to the sale of the BVH Shares
which are incurred by BVH.
5. Indemnification
a. DCX will indemnify and hold harmless each Holder of BVH
Shares, and each other person, if any, who controls such
Holder within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to
which such Holder or controlling person may become subject
under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in any registration statement under which the BVH
Shares were registered under the Securities Act, any
preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise
out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading,
or any violation by DCX of any rule or regulation
promulgated under the Securities Act or any state securities
law applicable to DCX and relating to action or inaction
required of DCX in connection with any such registration,
and will reimburse each such Holder, each of its officers,
directors and partners, and each person controlling such
Holder, for any reasonable legal and any other expenses
incurred in connection with investigating, defending or
settling any such claim, loss, damage, liability or action,
provided that DCX will not be liable to a Holder in any such
case to the extent that any such claim, loss, damage or
liability arises out of or is based on any untrue statement
or omission based upon information furnished to DCX by such
Holder in writing specifically for use therein.
b. Each Holder will indemnify and hold harmless DCX, each of
its directors and officers, each person who controls DCX
against all claims, losses, expenses,
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Black & Veatch Holding Company
September 18, 1997
Page 7
damages and liabilities (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged
statement) of a material fact contained in any such
registration statement, prospectus, offering circular or
other document, or any omission (or alleged omission) to
state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading,
and will reimburse DCX, such directors, officers, partners
or persons for any reasonable legal or any other expenses
incurred in connection with investigating, defending or
settling any such claim, loss, damage, liability or action,
in each case to the extent, but only to the extent that such
untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such registration
statement, prospectus, offering circular or other document
in reliance upon and in conformity with information
furnished to DCX by such Holder in writing specifically for
use therein; provided, however, the total amount for which
any Holder, its officers, directors and partners, and any
person controlling such Holder, shall be liable under this
Section 5.b shall not in any event exceed the aggregate
proceeds received by such Holder from the sale of BVH Shares
sold by such Holder in such registration.
c. Each party entitled to indemnification under this Section 5
(the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual
knowledge of any claims as to which indemnity may be sought,
and shall permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting
therefrom, provided that counsel for the Indemnifying Party,
who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval
shall not be unreasonably withheld), and the Indemnified
Party may participate in such defense at such party's
expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall
not relieve the Indemnifying Party of its obligations
hereunder, unless such failure resulted in actual detriment
to the Indemnifying Party. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with
the consent of each Indemnified Party, consent to entry of
any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a full
and unconditional release from all liability in respect of
such claim or litigation.
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Black & Veatch Holding Company
September 18, 1997
Page 8
d. If the indemnification provided for in this Section 5 is
held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, liability,
claim, damage or expense referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified
party thereunder, shall contribute the amount paid or
payable by such indemnified party as a result of such loss,
liability, claim, damage or expense in such proportion as is
appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified
party on the other hand in connection with the statements or
omissions which resulted in such loss, liability, claim,
damage or expense as well as any other relevant equitable
considerations. The relevant fault of the indemnifying party
and the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a
material fact relates to information supplied by the
indemnifying party or by the indemnified party and the
parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or
omission. Notwithstanding the foregoing, the amount any
Holder shall be obligated to contribute pursuant to this
Section 5.d shall be limited to an amount equal to the
proceeds to such Holder of the BVH Shares sold pursuant to
the registration statement which gives rise to such
obligation to contribute (less the aggregate amount of any
damages which the Holder has otherwise been required to pay
in respect of such loss, claim, damage, liability or action
or any substantially similar loss, claim, damage, liability
or action arising from the sale of such BVH Shares).
e. The indemnification provided by this Section 5 shall be a
continuing right to indemnification and shall survive the
registration and sale of any securities by any person
entitled to indemnification hereunder and the expiration or
termination of this Agreement.
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Black & Veatch Holding Company
September 18, 1997
Page 9
6. Certificate Legends
Within five (5) business days after the Effective Date, DCX will notify
each Holder of the BVH Shares. Upon receipt of such notice, each Holder may from
time to time return its certificate representing the BVH Shares and request that
DCX issue a new certificate in such Holder's name free of any restrictive legend
relating to compliance with federal securities laws and DCX shall take all
reasonable steps to do so; provided that DCX shall only be obligated to remove
the legend for that number of BVH Shares which any Holder represents is being
sold at that time pursuant to the Registration Statement.
7. Future Events.
DCX will notify each Holder of the occurrence of any of the following
events: (i) The issuance by the Commission or any state securities commission or
agency of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose (in which case
DCX will use its best and most diligent efforts to obtain the withdrawal of any
such order or the cessation of any such proceedings); or (ii) the existence of
any fact which makes untrue any material statement made in the Registration
Statement or prospectus or any document incorporated therein by reference or
which requires the making of any changes in the registration statement or
prospectus or any document incorporated therein by reference in order to make
the statements therein not misleading (in which case DCX will use its best and
most diligent efforts to amend the applicable document to correct the
deficiency). Nothing in this Section 8 shall be deemed to qualify or reduce
DCX's obligations as set forth elsewhere in this Agreement.
8. Transfer of Registration Rights.
The rights to cause DCX to register BVH Shares of a Holder and keep
information available granted to a Holder by DCX under this Agreement may be
assigned by a Holder to any one or more transferee(s) or assignee(s); provided
that any such transferee or assignee to whom such rights are available must have
received at least 25 percent of the BVH Shares (as adjusted for stock splits and
the like), and, notwithstanding such assignment, the assignor's rights hereunder
shall remain in force as to any BVH Shares retained by the assignor; provided,
that DCX is given written notice by the Holder within a reasonable time after
said transfer, stating the name and address of said transferee or assignee and
identifying the securities with respect to which such registration rights are
being assigned.
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Black & Veatch Holding Company
September 18, 1997
Page 10
9. Miscellaneous.
a. This Agreement may be amended only by a writing signed by
DCX and BVH.
b. This Agreement may be executed in any number of
counterparts, all of which shall constitute a single
instrument. The delivery by a party to the other party of a
copy of this Agreement executed by such party (including
delivery by facsimile transmission) shall constitute the
valid and binding execution and delivery hereof by such
party, with the same force and effect as the delivery of an
executed original.
c. All notices and other communications required or permitted
hereunder shall be in writing and may be sent by facsimile
transmission (with written confirmation of successful
transmission), by registered or certified mail, postage
prepaid, or delivered by hand or by messenger, addressed (a)
if to a Holder, at such Holder's address set forth on the
books of DCX, or at such other address as such Holder shall
have furnished to DCX in writing pursuant to this Section,
or (b) if to DCX, to DCX's then current executive office
address, or at such other address as DCX shall have
furnished to the Holders pursuant to this Section. Each such
notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when
delivered if delivered personally, or, if sent by registered
or certified mail or facsimile transmission, upon its
receipt.
d. If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality,
invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of
this Agreement, and this Agreement shall be carried out as
if any such illegal, invalid or unenforceable provision were
not contained herein.
e. If, and as often as, there is any change in the DCX Common
Stock by way of a stock split, stock dividend, combination
or reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means,
appropriate adjustment shall be made in the provisions
hereof so that the rights and privileges granted hereby
shall continue with respect to the BVH Shares as so changed.
<PAGE>
Black & Veatch Holding Company
September 18, 1997
Page 11
f. This Agreement shall be governed by and construed under the
laws of the State of Colorado without regard to principles
of conflict of law.
If you agree with the foregoing, please execute and return to us the
enclosed copy of this letter.
DCX, Inc.
By:
Name:
Its:
[Page Break Intentionally Inserted]
<PAGE>
Black & Veatch Holding Company
September 18, 1997
Page 12
Agreed to and accepted as of the date first set forth above.
Black & Veatch Holding Company
By:
Name: G. C. Hedemann
Its: Vice President/Secretary
