Registration No. 33-
As filed with the Securities and Exchange Commission on June 17, 1994
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DRAVO CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 25-0447860
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 One Oliver Plaza 15222-2682
Pittsburgh, Pennsylvania (ZIP Code)
(Address of principal executive offices)
DRAVO CORPORATION
STOCK OPTION PLAN OF 1994
(Full title of the plan)
James J. Puhala, Vice President,
General Counsel and Secretary
Dravo Corporation
3600 One Oliver Plaza
Pittsburgh, Pennsylvania 15222-2682
(Name and address of agent for service)
412-566-3076
(Telephone number of agent for service)
Copies of communications to:
William J. McCormick, Esquire
Buchanan Ingersoll Professional Corporation
57th Floor, 600 Grant Street
Pittsburgh, Pennsylvania 15219-2702
412-562-1025
____________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title Of Maximum Maximum Amount of
Securities To Amount To Offering Price Aggregate Offering Registration
Be Registered Be Registered Per Share Price Fee
Common Stock 12,000 $11.69(1) $140,280(1) $49.00(1)
(par value $1.00
per share) 988,000 $10.94(2) $10,808,720(2) $3,728(2)
Total $3,777
(1) In accordance with Rule 457(h), such price is the price at which the
options with respect to such shares may be exercised.
(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 prices
for the Common Stock on the New York Stock Exchange for June 14, 1994, as
reported in The Wall Street Journal, Midwest Edition, on June 15, 1994, has
been determined in accordance with Rule 457(c).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the Dravo Corporation Stock
Option Plan of 1994 (the "Plan"). Dravo Corporation (the "Corporation" or
the "registrant") is incorporated in the Commonwealth of Pennsylvania.
Item 3. Incorporation of Documents by Reference
The Corporation hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c) below. The
Corporation also incorporates 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 from the
date of filing of such documents:
(a) The latest annual report of the Corporation filed pursuant to
Section 13(a) or 15(d) under the Securities Exchange Act.
(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.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation
Law (the "PBCL") provides in general that a corporation may indemnify any
person, including its directors, officers and employees who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative (including actions by or in the right of the corporation) by
reason of the fact that he or she is or was a representative of or serving
at the request of the corporation, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the action or
proceedings if he or she is determined by the board of directors, or in
certain circumstances by independent legal counsel to the shareholders, to
have acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had no reason to believe his conduct
was unlawful. In the case of actions by or in the right of the
corporation, indemnification is not permitted in respect of any claim,
issue or matter as to which the person has been adjudged to be liable to
the corporation except to the extent a court determines that the person is
fairly and reasonably entitled to indemnification. In any case, to the
extent that the person has been successful on the merits or otherwise in
defense of any claim, issue or matter, he or she shall be indemnified
against expenses (including attorney's fees) actually and reasonably
incurred by him or her in connection
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therewith. Subchapter D also provides that the indemnification permitted or
required by Subchapter D is not exclusive of any other rights to which a
person seeking indemnification may be entitled.
Article XVII of the By-Laws of the Company provide 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
reasonably 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 as 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 limitation concerning proceedings initiated by the person
seeking indemnification, the right to indemnification conferred to this
Section shall include the right to be paid by the Corporation the expenses
incurred in connection with the proceedings in advance of the final
disposition thereof promptly after receipt by the Corporation of a request
therefor stating in reasonable detail the expenses incurred; provided,
however, that to the extent require 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 bylaw,
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.
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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 provision provides broader
rights with respect to indemnification, including the advancement of
expenses, that 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.
The Company has entered into agreements with each member of its Board
of Directors which contractually require the Company 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:
Exhibit No. or Reference
4.1 Amended and Restated Articles of
Incorporation of the
Corporation Exhibit 3.1 of the Corporation's
Form 8-K filed on February 12, 1992
is incorporated herein by reference.
4.2 By-Laws of the Corporation Exhibit 3 of the Corporation's
Form 10-Q filed on May 13, 1994
is incorporated herein by
reference.
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4.3 Shareholders' Rights Agreement Shareholders' Rights Agreement
dated as of April 4, 1986 between
Dravo Corporation and PNC Bank,
N.A. (formerly Pittsburgh
National Bank), as rights agent,
incorporated by reference to
Exhibit (1) of the April, 1986
Form 8-K of the Registrant.
4.4 Statement with Respect to Shares Statement with Respect to
Shares --Domestic Business
Corporation amending Section 3(a)
of the Certificate of
Designations, Preferences and
Rights of Series D Cumulative
Convertible Exchangeable
Preference Stock is incorporated
by reference to exhibit (4)(ii)
of the June 30, 1990 Form 10-Q of
the Registrant.
4.5 Form of Indemnification Agreement Form of indemnification Agreement
between Dravo Corporation and
members of its Board of Directors
incorporated by reference to
Exhibit (10)(xvii) of the
December 31, 1987 Form 10-K of
the Registrant.
4.6 Statement Regarding S-8 Rules Statement with respect to amended
rules for Form S-8 is
incorporated by reference to
Exhibit (4)(x) of the December
31, 1990 Form 10-K of the
Registrant.
4.7 Credit and Note and Stock
Purchase Agreement Credit and Note and Stock Purchase
Agreement dated as of September 21,
1988 by and among Dravo Corporation,
its wholly-owned subsidiaries, Dravo
Lime Company and Dravo Basic
Materials Company, Inc. and The
Prudential Insurance Company of
America and Prudential Interfunding
Corp. is incorporated by reference
to Exhibit (4)(i) of the September
27, 1988 Form 8-K of the Registrant
and amendment dated March 13, 1990
to said agreement is incorporated by
reference to Exhibit (4)(v) of
the December 31, 1989 Form 10-K of
the Registrant.
4.8 Registration Agreement Registration agreement dated as
of September 21, 1988 between
Dravo Corporation and The
Prudential Insurance Company of
America, is incorporated by
reference to Exhibit (4)(vi) to
the September 27, 1988 Form 8-K
of the Registrant.
4.9(a) Revolving Line of Credit Agreement Revolving Line of Credit Agreement
with all attendant schedules
and exhibits dated as of
September 20, 1990, by and among
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Dravo Corporation. Dravo Lime
company, Dravo Basic Materials
Company, Inc., First Alabama
Bank, and PNC Bank, N.A.
(formerly Pittsburgh National
Bank) is incorporated by
reference to Exhibit (4)(i) of
the September 30, 1990 Form 10-Q
of the Registrant.
4.9(b) Amendment to Credit and Note
and Stock Purchase Agreement Amendment to Credit and Note and
Stock Purchase Agreement dated as
of September 21, 1988 by and among
Dravo Corporation, Dravo Lime
Company, Dravo Basic Materials
Company, Inc., The Prudential
Insurance Company of America, and
Prudential Interfunding Corp., is
incorporated by reference to
Exhibit (4)(ii) of the September
30, 1990 Form 10-Q of the
Registrant.
4.9(c) First amendment to the
Companies' Pledge Agreement First amendment to the Companies'
Pledge Agreement dated September
20, 1990 of the Credit and Note and
Stock Purchase Agreement dated
September 21, 1988 is incorporated
by reference to Exhibit (4)(iii) of
the September 30, 1990 Form 10-Q of
the Registrant.
4.9(d) First amendment to the Second
Intercreditor Agreement First amendment to the Second
Intercreditor Agreement dated
September 20, 1990 of the Credit and
Note and Stock Purchase Agreement
dated September 21, 1988 is
incorporated by reference to Exhibit
(4)(iv) of the September 30, 1990
Form 10-Q of the Registrant.
4.9(e) Intercreditor Agreement Intercreditor Agreement dated
September 20, 1990 by and among
The Prudential Insurance company
of America, First Alabama Bank,
PNC Bank, N.A. (formerly
Pittsburgh National Bank), Mellon
Bank, N.A., and the Royal Bank of
Canada is incorporated by
reference to Exhibit (4)(v) of
the September 30, 1990 Form 10-Q
of the Registrant.
4.10(a)Promissory Note Promissory Note dated as of
January 4, 1979 between Southern
Industries Corporation and The
Prudential Insurance Company of
America is incorporated by
reference to Exhibit 4(ix) of the
December 31, 1993 Form 10-K of
the Registrant.
4.10(b)Loan Agreement Loan Agreement dated as of
December 1, 1978 between Dravo
Equipment Company and County of
Harrison, Ohio.
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4.11 Override Agreement Override Agreement, dated January
21, 1992, between Dravo
Corporation, The Prudential
Insurance Company of America,
First Alabama Bank, PNC Bank,
N.A. (formerly Pittsburgh
National Bank) and Continental
Bank, N.A. is incorporated by
reference to Exhibit 10.1 of the
February 12, 1992 Form 8-K of the
Registrant.
4.12 First Amendment, dated March 10,
1993, to the Override Agreement First Amendment, dated March 10,
1993, to the Override Agreement
dated January 21, 1992 between Dravo
Corporation, The Prudential
Insurance Company of America, First
Alabama Bank, PNC Bank, N.A.
(formerly Pittsburgh National Bank)
and Continental Bank N.A. is
incorporated by reference to Exhibit
4(xi) of the December 31, 1992
Form 10-K of the Registrant.
4.13 Second Amendment, dated March 7,
1994, to the Override Agreement Second Amendment, dated March 7,
1994, to the Override Agreement
dated January 21, 1992 is
incorporated by reference to Exhibit
4(xii) of the December 31, 1993 Form
10-K of the Registrant.
4.14 First Amendment, dated March 7,
1994, to the Amended and Restated
Revolving Credit Agreement. First Amendment, dated March 7,
1994, to the Amended and Restated
Revolving Credit Agreement dated
January 21, 1992 is incorporated by
reference to Exhibit 4(xiii) of
the December 31, 1993 Form 10-K of
the Registrant.
4.15 First Amendment to Revolving
Note Four copies of the First Amendment
To Revolving Note, (one each
for The Prudential Insurance
Company of America, First Alabama
Bank, PNC Bank, N.A. and
Continental Bank N.A.), dated
March 7, 1994, to the Amended and
Restated Revolving Credit
Agreement dated January 21, 1992
are incorporated by reference to
Exhibit 4(xiv) of the December
31, 1993 Form 10-K of the
Registrant.
5.01 Opinion of Buchanan Ingersoll
Professional Corporation as to
the legality of the securities
being registered Filed herewith.
10.01 Corporation's Stock Option Plan
of 1994 Incorporated by reference to
the Corporation's Proxy Statement
for the Annual Meeting of
Shareholders on April 28, 1994
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23.01 Independent Accountants' Consent Exhibit 23 of the Corporation's
Annual Report on Form 10-K for the
fiscal year ended December 31,
1993 is incorporated by reference
herein.
23.02 Consent of Buchanan Ingersoll
Professional Corporation Contained in opinion filed as
Exhibit 5.01.
24.01 Power of Attorney Filed herewith.
_____________________
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 of 1933 (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 the
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh,
Commonwealth of Pennsylvania, on June 17, 1994.
DRAVO CORPORATION
By: CARL A. TORBERT, JR.
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
Chairman, Chief June 17, 1994
Executive Officer
CARL A. TORBERT, JR. and Director
Executive Vice June 17, 1994
President
ERNEST F. LADD, III Finance and Adm.
LARRY J. WALKER Controller June 17, 1994
E. EUGENE BISHOP* Director June 17, 1994
ARTHUR E. BYRNES* Director June 17, 1994
JACK EDWARDS* Director June 17, 1994
JAMES C. HUNTINGTON, JR.* Director June 17, 1994
WILLIAM L. HURLEY* Director June 17, 1994
WILLIAM E. KASSLING* Director June 17, 1994
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WILLIAM G. ROTH* Director June 17, 1994
KONRAD M. WEIS* Director June 17, 1994
ROBERT C. WILBURN* Director June 17, 1994
* By Ernest F. Ladd, Attorney-in-Fact
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EXHIBIT INDEX
Sequential Page Number*
Exhibit No. or Reference
4.1 Amended and Restated Articles of
Incorporation of the Corporation Exhibit 3.1 of the Corporation's
Form 8-K filed on February 12, 1992
is incorporated herein by reference.
4.2 By-Laws of the Corporation Exhibit 3 of the Corporation's
Form 10-Q filed on May 13, 1994
is incorporated herein by
reference.
4.3 Shareholders' Rights Agreement Shareholders' Rights Agreement
dated as of April 4, 1986 between
Dravo Corporation and PNC Bank,
N.A. (formerly Pittsburgh
National Bank), as rights agent,
incorporated by reference to
Exhibit (1) of the April, 1986
Form 8-K of the Registrant.
4.4 Statement with Respect to Shares. Statement with Respect to
Shares --Domestic Business
Corporation amending Section 3(a)
of the Certificate of
Designations, Preferences and
Rights of Series D Cumulative
Convertible Exchangeable
Preference Stock is incorporated
by reference to exhibit (4)(ii)
of the June 30, 1990 Form 10-Q of
the Registrant.
4.5 Form of Indemnification Agreement Form of indemnification Agreement
between Dravo Corporation and
members of its Board of Directors
incorporated by reference to
Exhibit (10)(xvii) of the
December 31, 1987 Form 10-K of
the Registrant.
4.6 Statement Regarding S-8 Rules Statement with respect to amended
rules for Form S-8 is
incorporated by reference to
Exhibit (4)(x) of the December
31, 1990 Form 10-K of the
Registrant.
4.7 Credit and Note and Stock
Purchase Agreement Credit and Note and Stock Purchase
Agreement dated as of September 21,
1988 by and among Dravo Corporation,
its wholly-owned subsidiaries, Dravo
Lime Company and Dravo Basic
Materials Company, Inc. and The
Prudential Insurance Company of
America and Prudential Interfunding
Corp. is incorporated by reference
to Exhibit (4)(i) of the September
27, 1988 Form 8-K of the Registrant
and amendment
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dated March 13, 1990 to said
agreement is incorporated by
reference to Exhibit (4)(v) of the
December 31, 1989 Form 10-K of the
Registrant.
4.8 Registration Agreement Registration agreement dated as
of September 21, 1988 between
Dravo Corporation and The
Prudential Insurance Company of
America, is incorporated by
reference to Exhibit (4)(vi) to
the September 27, 1988 Form 8-K
of the Registrant.
4.9(a) Revolving Line of Credit Agreement Revolving Line of Credit Agreement
with all attendant schedules
and exhibits dated as of
September 20, 1990, by and among
Dravo Corporation. Dravo Lime
company, Dravo Basic Materials
Company, Inc., First Alabama
Bank, and PNC Bank, N.A.
(formerly Pittsburgh National
Bank) is incorporated by
reference to Exhibit (4)(i) of
the September 30, 1990 Form 10-Q
of the Registrant.
4.9(b) Amendment to Credit and Note and
Stock Purchase Agreement Amendment to Credit and Note and
Stock Purchase Agreement dated as of
September 21, 1988 by and among
Dravo Corporation, Dravo Lime
Company, Dravo Basic Materials
Company, Inc., The Prudential
Insurance Company of America, and
Prudential Interfunding Corp., is
incorporated by reference to Exhibit
(4)(ii) of the September 30,
1990 Form 10-Q of the Registrant.
4.9(c) First amendment to the Companies'
Pledge Agreement First amendment to the Companies'
Pledge Agreement dated September 20,
1990 of the Credit and Note and
Stock Purchase Agreement dated
September 21, 1988 is incorporated
by reference to Exhibit (4)(iii) of
the September 30, 1990 Form 10-Q of
the Registrant.
4.9(d) First amendment to the Second
Intercreditor Agreement First amendment to the Second
Intercreditor Agreement dated
September 20, 1990 of the Credit and
Note and Stock Purchase Agreement
dated September 21, 1988 is
incorporated by reference to Exhibit
(4)(iv) of the September 30, 1990
Form 10-Q of the Registrant.
4.9(e) Intercreditor Agreement Intercreditor Agreement dated
September 20, 1990 by and among
The Prudential Insurance company
of America, First Alabama Bank,
PNC
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Bank, N.A. (formerly
Pittsburgh National Bank), Mellon
Bank, N.A., and the Royal Bank of
Canada is incorporated by
reference to Exhibit (4)(v) of
the September 30, 1990 Form 10-Q
of the Registrant.
4.10(a)Promissory Note Promissory Note dated as of
January 4, 1979 between Southern
Industries Corporation and The
Prudential Insurance Company of
America is incorporated by
reference to Exhibit 4(ix) of the
December 31, 1993 Form 10-K of
the Registrant.
4.10(b)Loan Agreement Loan Agreement dated as of
December 1, 1978 between Dravo
Equipment Company and County of
Harrison, Ohio.
4.11 Override Agreement Override Agreement, dated January
21, 1992, between Dravo
Corporation, The Prudential
Insurance Company of America,
First Alabama Bank, PNC Bank,
N.A. (formerly Pittsburgh
National Bank) and Continental
Bank, N.A. is incorporated by
reference to Exhibit 10.1 of the
February 12, 1992 Form 8-K of the
Registrant.
4.12 First Amendment, dated March 10,
1993, to the Override Agreement First Amendment, dated March 10,
1993, to the Override Agreement
dated January 21, 1992 between Dravo
Corporation, The Prudential
Insurance Company of America, First
Alabama Bank, PNC Bank, N.A.
(formerly Pittsburgh National Bank)
and Continental Bank N.A. is
incorporated by reference to Exhibit
4(xi) of the December 31, 1992
Form 10-K of the Registrant.
4.13 Second Amendment, dated March 7,
1994, to the Override Agreement Second Amendment, dated March 7,
1994, to the Override Agreement
dated January 21, 1992 is
incorporated by reference to Exhibit
4(xii) of the December 31, 1993 Form
10-K of the Registrant.
4.14 First Amendment, dated March 7,
1994, to the Amended and Restated
Revolving Credit Agreement First Amendment, dated March 7,
1994, to the Amended and Restated
Revolving Credit Agreement dated
January 21, 1992 is incorporated by
reference to Exhibit 4(xiii) of
the December 31, 1993 Form 10-K of
the Registrant.
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4.15 First Amendment to Revolving Note Four copies of the First Amendment
To Revolving Note, (one each
for The Prudential Insurance
Company of America, First Alabama
Bank, PNC Bank, N.A. and
Continental Bank N.A.), dated
March 7, 1994, to the Amended and
Restated Revolving Credit
Agreement dated January 21, 1992
are incorporated by reference to
Exhibit 4(xiv) of the December
31, 1993 Form 10-K of the
Registrant.
5.01 Opinion of Buchanan Ingersoll
Professional Corporation as to the
legality of the securities being
registered Filed herewith at page 15.
10.01 Corporation's Stock Option Plan
of 1994 Incorporated by reference to
the Corporation's Proxy Statement
for the Annual Meeting of
Shareholders on April 28, 1994
23.01 Independent Accountants' Consent Exhibit 23 of the Corporation's
Annual Report on Form 10-K for the
fiscal year ended December 31,
1993 is incorporated by reference
herein.
23.02 Consent of Buchanan Ingersoll
Professional Corporation Contained in opinion filed as
Exhibit 5.01.
24.01 Power of Attorney Filed herewith at page 16.
_____________________
*Set forth only on manually signed copy filed with the Securities and Exchange
Commission.
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June 17, 1994
Board of Directors
Dravo Corporation
3600 One Oliver Place
Pittsburgh, PA 15222-2682
Gentlemen:
We have acted as counsel to Dravo Corporation, a Pennsylvania
corporation (the "Corporation"), in connection with the proposed issuance
by the Corporation of up to 1,000,000 shares of the Corporation's common
stock (the "Common Stock"), pursuant to the terms of the Stock Option Plan
of 1994 (the "Plan").
In connection with such proposed issuance, we have examined the Plan,
the Certificate of Incorporation of the Corporation, as amended and
restated, the By-laws of the Corporation, as amended and restated, the
relevant corporate proceedings of the Corporation, the Registration
Statement on Form S-8 covering the issuance of the shares, and such other
documents, records, certificates of public officials, statutes and
decisions as we consider necessary to express the opinions contained
herein. In the examination of such documents, we have assumed the
genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to those original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that when the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission and when the Common Stock has been duly
issued and delivered pursuant to the terms of the Plan, such shares of
Common Stock will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: WILLIAM J. MCCORMICK
-15-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on
Form S-8 in connection with the registration, under the Securities Act of 1933,
as amended, of up to 1,000,000 shares of the Common Stock of the par value of
$1.00 per share of Dravo Corporation deliverable pursuant to the Dravo
Corporation Stock Option Plan of 1994, to sign any amendments to said
Registration Statement, and to file said Registration Statement or amendments
thereto, with all exhibits thereto, and all 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 I 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.
WITNESS the due execution hereof this 27th day of January, 1994.
E. EUGENE BISHOP
-16-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on
Form S-8 in connection with the registration, under the Securities Act of 1933,
as amended, of up to 1,000,000 shares of the Common Stock of the par value of
$1.00 per share of Dravo Corporation deliverable pursuant to the Dravo
Corporation Stock Option Plan of 1994, to sign any amendments to said
Registration Statement, and to file said Registration Statement or amendments
thereto, with all exhibits thereto, and all 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 I 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.
WITNESS the due execution hereof this 27th day of January, 1994.
ARTHUR E. BYRNES
-17-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on
Form S-8 in connection with the registration, under the Securities Act of 1933,
as amended, of up to 1,000,000 shares of the Common Stock of the par value of
$1.00 per share of Dravo Corporation deliverable pursuant to the Dravo
Corporation Stock Option Plan of 1994, to sign any amendments to said
Registration Statement, and to file said Registration Statement or amendments
thereto, with all exhibits thereto, and all 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 I 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.
WITNESS the due execution hereof this 27th day of January, 1994.
JACK EDWARDS
-18-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on
Form S-8 in connection with the registration, under the Securities Act of 1933,
as amended, of up to 1,000,000 shares of the Common Stock of the par value of
$1.00 per share of Dravo Corporation deliverable pursuant to the Dravo
Corporation Stock Option Plan of 1994, to sign any amendments to said
Registration Statement, and to file said Registration Statement or amendments
thereto, with all exhibits thereto, and all 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 I 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.
WITNESS the due execution hereof this 27th day of January, 1994.
JAMES C. HUNTINGTON, JR.
-19-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and
appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on Form S-8 in
connection with the registration, under the Securities Act of 1933, as amended,
of up to 1,000,000 shares of the Common Stock of the par value of $1.00 per
share of Dravo Corporation deliverable pursuant to the Dravo Corporation Stock
Option Plan of 1994, to sign any amendments to said Registration Statement, and
to file said Registration Statement or amendments thereto, with all exhibits
thereto, and all 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 I 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.
WITNESS the due execution hereof this 27th day of January, 1994.
WILLARD L. HURLEY
-20-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on
Form S-8 in connection with the registration, under the Securities Act of 1933,
as amended, of up to 1,000,000 shares of the Common Stock of the par value of
$1.00 per share of Dravo Corporation deliverable pursuant to the Dravo
Corporation Stock Option Plan of 1994, to sign any amendments to said
Registration Statement, and to file said Registration Statement or any
amendments thereto, with all exhibits thereto, and all 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 I 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.
WITNESS the due execution hereof this 27th day of January, 1994.
WILLIAM E. KASSLING
-21-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on
Form S-8 in connection with the registration, under the Securities Act of 1933,
as amended, of up to 1,000,000 shares of the Common Stock of the par value of
$1.00 per share of Dravo Corporation deliverable pursuant to the Dravo
Corporation Stock Option Plan of 1994, to sign any amendments to said
Registration Statement, and to file said Registration Statement or amendments
thereto, with all exhibits thereto, and all 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 I 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.
WITNESS the due execution hereof this 27th day of January, 1994.
WILLIAM G. ROTH
-22-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on
Form S-8 in connection with the registration, under the Securities Act of 1933,
as amended, of up to 1,000,000 shares of the Common Stock of the par value of
$1.00 per share of Dravo Corporation deliverable pursuant to the Dravo
Corporation Stock Option Plan of 1994, to sign any amendments to said
Registration Statement, and to file said Registration Statement or amendments
thereto, with all exhibits thereto, and all 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 I 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.
WITNESS the due execution hereof this 27th day of January, 1994.
KONRAD M. WEIS
-23-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Carl A. Torbert, Jr., 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 sign the Registration Statement on
Form S-8 in connection with the registration, under the Securities Act of 1933,
as amended, of up to 1,000,000 shares of the Common Stock of the par value of
$1.00 per share of Dravo Corporation deliverable pursuant to the Dravo
Corporation Stock Option Plan of 1994, to sign any amendments to said
Registration Statement, and to file said Registration Statement or amendments
thereto, with all exhibits thereto, and all 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 I 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.
WITNESS the due execution hereof this 27th day of January, 1994.
ROBERT C. WILBURN
-24-
<PAGE>
