|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: AMERICAN GENERAL FINANCE CORP, 424B3, 1994-08-18 |
Next: ERLY INDUSTRIES INC, 10-Q/A, 1994-08-18 |
Registration No. 33-54179
As filed with the Securities and Exchange Commission on June 17, 1994
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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
____________________________________
<PAGE>
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 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.
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.
-2-
<PAGE>
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.
-3-
<PAGE>
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-
<PAGE>
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.
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.
-5-
<PAGE>
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
23.01 Independent Accountants' Consent Filed herewith.
-6-
<PAGE>
23.02 Consent of Buchanan Ingersoll
Professional Corporation Contained in opinion filed as
Exhibit 5.01.
24.01 Power of Attorney Filed herewith.
_____________________
-7-
<PAGE>
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 August 16, 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 August 16, 1994
Executive Officer
CARL A. TORBERT, JR. and Director
Executive Vice August 16, 1994
President
ERNEST F. LADD, III Finance and Adm.
LARRY J. WALKER Controller August 16, 1994
E. EUGENE BISHOP* Director August 16, 1994
ARTHUR E. BYRNES* Director August 16, 1994
JACK EDWARDS* Director August 16, 1994
JAMES C. HUNTINGTON, JR.* Director August 16, 1994
WILLIAM L. HURLEY* Director August 16, 1994
WILLIAM E. KASSLING* Director August 16, 1994
WILLIAM G. ROTH* Director August 16, 1994
KONRAD M. WEIS* Director August 16, 1994
ROBERT C. WILBURN* Director August 16, 1994
* By Ernest F. Ladd, Attorney-in-Fact
-8-
<PAGE>
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.
-9-
<PAGE>
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
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.
-10-
<PAGE>
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.
-11-
<PAGE>
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.
-12-
<PAGE>
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 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 Filed herewith at page 14.
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.
-13-
<PAGE>
The Board of Directors
Dravo Corporation:
We consent to the use of our report incorporated herein by reference. Our
report dated February 16, 1994 contains an explanatory paragraph stating that
certain lawsuits, claims and assertions have been brought against the company
for environmental cost and contract and claim disputes, the outcome of which
presently cannot be determined. Our report refers to changes in the methods of
accounting for postretirement benefits other than pensions and income taxes.
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
August 15, 1994
-14-
<PAGE>
|
|