<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
DRAVO CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
DRAVO CORPORATION
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF DRAVO]
March 27, 1995
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders at
2:00 p.m. on Thursday afternoon, April 27, 1995, in the Monongahela Room on the
seventeenth floor of the Westin William Penn Hotel located in downtown
Pittsburgh.
A Proxy Card or Voter Direction Card is enclosed with the notice of meeting
and proxy statement. Whether or not you now plan to attend the annual meeting,
we urge you to sign, date and mail the enclosed card and return it in the
enclosed envelope at your earliest convenience. Regardless of the size of your
holding, it is important that your shares be represented. If you attend the
annual meeting, you may withdraw your proxy and vote in person.
Admission to the meeting will be by Admission Card only. If you plan to
attend, you may obtain an Admission Card by completing the Admission Card
Request Form and returning it along with your Proxy Card or Voter Direction
Card.
We look forward with pleasure to seeing you on April 27th.
Sincerely,
/s/ Carl A. Gilbert
Carl A. Gilbert
President and Chief
Executive Officer
<PAGE>
DRAVO CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 1995
The 1995 annual meeting of the shareholders of Dravo Corporation, a
Pennsylvania corporation (the "Corporation"), will be held in the Monongahela
Room on the seventeenth floor of the Westin William Penn Hotel, Pittsburgh,
Pennsylvania, on Thursday, April 27, 1995 at 2:00 p.m., Eastern Daylight Savings
Time, for the purpose of:
1. Electing two Directors to the class of the Board of Directors whose
term expires at the 1998 annual meeting of shareholders;
2. Electing certified public accountants to examine the financial
statements of the Corporation and its subsidiaries as of December 31, 1995,
and to report upon the financial statements to the shareholders as of
December 31, 1995;
3. Considering and acting upon a shareholder proposal, as set forth in
the accompanying Proxy Statement, if such proposalis presented at the
meeting; and
4. Transacting such other business as may properly be brought before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 8, 1995 as
the record date for determining shareholders entitled to notice of and to vote
at the annual meeting or any adjournment thereof.
A copy of the Corporation's Annual Report for the year ended December 31,
1994 is being mailed herewith to each shareholder.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD OR VOTER DIRECTION
CARD IN THE POSTAGE-PAID AND ADDRESSED ENVELOPE PROVIDED.
By Order of the Board of Directors
JAMES J. PUHALA,
Secretary
3600 One Oliver Plaza
Pittsburgh, Pennsylvania 15222-2682
March 27, 1995
<PAGE>
PROXY STATEMENT
This proxy statement and the related letter to shareholders, notice of
meeting and Proxy Card or Voter Direction Card are being mailed to the
shareholders of Dravo Corporation, a Pennsylvania corporation (the
"Corporation"), on or about March 27, 1995 in connection with the solicitation
by the Board of Directors of the Corporation of proxies to be voted at the
annual meeting of shareholders to be held at 2:00 p.m., Eastern Daylight Savings
Time, on Thursday, April 27, 1995 in the Monongahela Room on the seventeenth
floor of the Westin William Penn Hotel, Pittsburgh, Pennsylvania and any
adjournments thereof (the "1995 Annual Meeting"). Proxies are revocable until
exercised, but under Pennsylvania law such revocation is not effective until
notice thereof has been given to the Secretary of the Corporation at its
principal executive office, 3600 One Oliver Plaza, Pittsburgh, Pennsylvania
15222-2682 or at the 1995 Annual Meeting.
The Board of Directors has fixed the close of business on March 8, 1995 as
the record date (the "Record Date") for determining shareholders entitled to
vote at the meeting.
On the Record Date the Corporation had outstanding 14,869,834 shares of
Common Stock, par value $1.00 per share (the "Common Stock"), 27,386 shares of
$2.475 Cumulative Convertible Series B Preference Stock, par value $1.00 per
share (the "Series B Preference Stock") and 200,000 shares of Series D
Cumulative Convertible Exchangeable Preference Stock, par value $1.00 per share
(the "Series D Preference Stock"). Each holder of record at the close of
business on the Record Date of Common Stock, Series B Preference Stock and
Series D Preference Stock is entitled to one vote for each share of any class
held. The holders of Common Stock and of Series B and Series D Preference Stock
vote as a single class on the election of Directors and of certified public
accountants and on the shareholder proposal.
ELECTION OF DIRECTORS
The Corporation has a staggered Board of Directors (the "Board"), so that
the Directors are divided into classes whose members' terms expire in different
years. The Board has three classes with terms expiring presently at the annual
meetings of shareholders in 1995, 1996 and 1997. Pennsylvania law requires that
each class of Directors to be elected at a meeting of shareholders be elected in
a separate election.
Directors will be elected at the 1995 Annual Meeting to serve until the
annual meeting in the year their term expires and until their successors are
duly elected and qualified. The following are the Board's nominees for the two
positions in the class of the Board whose members' terms presently expire at the
1995 Annual Meeting, and after the election whose members' terms will expire at
the 1998 annual meeting of shareholders (the "1998 Class of Directors"):
<TABLE>
<CAPTION>
NOMINEE TERM TERM EXPIRES
<S> <C> <C>
Carl A. Gilbert 3 years 1998
William G. Roth 3 years 1998
</TABLE>
Although it is expected that each of the nominees of the Board listed above
will be available for election, if either of them is not a candidate at the time
the election occurs, it is intended that proxies solicited by the Board will be
voted for the election of a substitute nominee designated by the Board upon the
recommendation of the Nominating Committee of the Board unless the number of
Directors has been reduced, in which event such proxies will be voted for the
reduced number of nominees.
Mr. Roth has previously been elected Director by the shareholders. Mr.
Gilbert was elected a Director on December 8, 1994, when the Board was increased
from ten to eleven. Mr. Gilbert was subsequently designated as a member of the
1995 Class of Directors.
Mr. Carl A. Torbert, Jr. resigned from the Board effective January 1, 1995,
at which time the Board was reduced from eleven to ten. Mr. Willard L. Hurley
resigned from the Board effective February 3, 1995 and the Board was
subsequently reduced from ten to nine. Mr. E. Eugene Bishop has notified the
Company that he will not stand for re-election to the Board and Messrs. Jack
Edwards and Robert C. Wilburn have indicated that they will resign from the
Board, effective April 27, 1995. As a result, following the election of
1
<PAGE>
Directors at the 1995 Annual Meeting, the Board will consist of six members,
divided into three classes, with two Directors in each of the classes of 1996,
1997 and 1998.
Record holders of the Corporation's Common Stock, Series B Preference Stock
and Series D Preference Stock have cumulative voting rights in the election of
Directors. In the election to take place at the 1995 Annual Meeting for
positions in the 1998 Class of Directors, each shareholder entitled to vote
shall have the number of votes equal to the number of shares of Common Stock,
Series B Preference Stock and Series D Preference Stock owned by the shareholder
on the Record Date, multiplied by two (being the number of Directors to be
elected to positions in the 1998 Class of Directors); the shareholder may
allocate those votes in favor of any one or more candidates in such election as
the shareholder determines. The two candidates receiving the highest number of
votes will be elected.
Under cumulative voting for Directors, unless otherwise indicated by the
shareholder, a vote for the nominees of the Board will give the named
proxyholders (the "Proxies") discretionary authority to cumulate all votes to
which the shareholder is entitled and to allocate them after the total vote
counts are available in favor of any one or more such nominees as the Proxies
determine, with a view to maximizing the number of nominees of the Board who are
elected. The effect of cumulation and voting in accordance with that
discretionary authority may be to offset the effect of a shareholder's having
withheld authority to vote for an individual nominee or nominees because the
Proxies will be able to allocate votes of shareholders who have not withheld
authority to vote in any manner they determine among such nominees. If a
shareholder desires specifically to allocate votes among one or more nominees,
the shareholder should so specify on the Proxy Card or Voter Direction Card.
Nominations for Directors at the annual meeting, other than those made by
or on behalf of the Board of Directors, must be submitted in writing and
received by the Secretary of the Corporation at least 90 days prior to the
anniversary date of the immediately preceding annual meeting, and must comply
with certain other requirements as set forth in the By-laws of the Corporation,
a copy of which may be obtained upon written request to the Secretary of the
Corporation at 3600 One Oliver Plaza, Pittsburgh, Pennsylvania 15222-2682.
INFORMATION CONCERNING DIRECTORS AND NOMINEES FOR DIRECTOR
There follows certain information, including business experience during the
past five years, concerning the nominees for Director and Directors of the
Corporation whose terms of office will extend beyond the 1995 Annual Meeting.
Arthur E. Byrnes, Age 50, Director since December 9, 1993. Present term
expires 1996. Chairman, Deltec Asset Management Corp. (independent investment
counselors) since May, 1988. Director of Deltec International, S.A.(1) and Home
Federal Financial Corporation.
Carl A. Gilbert, Age 53, Director since December 8, 1994. Present term
expires 1995. President and Chief Executive Officer of the Corporation since
January 1, 1995 and President of Dravo Lime Company since February, 1983.
President and Chief Operating Officer of the Corporation from March 31, 1994 to
January 1, 1995. Prior thereto Senior Vice President of the Corporation.
James C. Huntington, Jr., Age 66, Director since January 28, 1988. Present
term expires 1996. Independent businessman since August, 1988. Senior Vice
President of American Standard, Incorporated (manufacturers of air conditioning,
building products and transportation equipment) from January, 1977 until
retirement in August, 1988. Director of Cyprus AMAX Minerals Company and Alumax
Inc.
William E. Kassling, Age 51, Director since January 28, 1993. Present term
expires 1997. Chairman, Chief Executive Officer and President of Westinghouse
Air Brake Company (supplier of air brake systems and related products) since
March 9, 1990. Prior thereto Vice President, Group Executive, Railway Products
Group, American Standard, Incorporated. Director of Scientific Atlantic, Inc.
William G. Roth, Age 56, Director since June 25, 1987. Present term expires
1995. Retired. Chairman of the Board of Directors of the Corporation from
December, 1989 until retirement in May, 1994. Prior
---------
1. See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS" at page 3.
2
<PAGE>
thereto Chairman of the Board of Directors and Chief Executive Officer of the
Corporation. Director of Amcast Industrial Corporation and Teknowledge Corp.
Konrad M. Weis, Age 66, Director since October 22, 1981. Present term
expires 1997. Retired. President, Chief Executive Officer and Director, Bayer
USA Inc. (specialty chemicals, pharmaceuticals, imaging and graphic systems)
from June, 1984 until retirement in July, 1991.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of January 20, 1995, as to
beneficial ownership of shares of the outstanding Common Stock, Series B
Preference Stock and Series D Preference Stock of the Corporation:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP (1)
TITLE OF NAME AND ADDRESS AGGREGATE PERCENT OF
CLASS OF BENEFICIAL OWNER SHARES HELD CLASS (2)
<S> <C> <C> <C>
Common Stock Cowen & Company 1,333,600(3) 9.0%
Financial Square
New York, NY 10005-3597
Common Stock Deltec International, S.A. 929,300(4) 6.3%
535 Madison Avenue
New York, NY 10022
Common Stock Kingdon Capital 817,400(5) 5.5%
Management Corporation
152 W. 57th Street
New York, NY 10019
Common Stock Neuberger & Berman 1,018,800(6) 6.8%
605 Third Street
New York, NY 10158-3698
Common Stock Norwest Corporation 1,556,899(7) 10.5%
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1026
Common Stock The Prudential Insurance 1,606,900(8) 9.8%
Company of America, Inc.
Prudential Plaza
Newark, NJ 07102-3777
Series B Floyd A. Mechling 21,000 74.0%
Preference Stock 5 North Calibogue Cay
Hilton Head Island, SC 29928-2913
Series B Nations Bank of South 7,386 26.0%
Preference Stock Carolina, N.A.
P.O. Box 16
Hilton Head Island, SC 29938
as Trustee U/A with D.L. Mechling
for the Benefit of Gladys H. Hale
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP (1)
TITLE OF NAME AND ADDRESS AGGREGATE PERCENT OF
CLASS OF BENEFICIAL OWNER SHARES HELD CLASS (2)
<S> <C> <C> <C>
Series D The Prudential Insurance 200,000(8) 100%
Preference Stock Company of America, Inc.
Prudential Plaza
Newark, NJ 07102-3777
</TABLE>
---------
1. For purposes of the foregoing table, a "beneficial owner" includes any
person who directly or indirectly has or shares the power to vote or to
direct the voting of shares of the Corporation's stock or who directly or
indirectly has or shares the power to dispose of or to direct the
disposition of such shares.
2. As of January 20, 1995 there were 14,866,618 shares of Common Stock, 28,386
shares of Series B Preference Stock and 200,000 shares of Series D
Preference Stock of the Corporation outstanding.
3. Cowen & Company has filed with the Securities and Exchange Commission under
the Securities Act of 1934 Schedule 13G which disclosed that as of December
31, 1994 Cowen & Company had sole voting and investment power with respect
to 271,400 shares, shared voting power with respect to 654,500 shares, and
shared investment power with respect to 1,062,200 shares of Common Stock of
the Corporation.
4. On November 9, 1993 Deltec International S.A. filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 Amendment No.
1 to Schedule 13D which disclosed that as of October 28, 1993 Deltec
International S.A., through its subsidiaries, Deltec Asset Management,
Deltec Banking and Deltec Trust, (the address of each of which is the same
as Deltec International, S.A.), had sole voting and investment power with
respect to 218,100 shares and shared voting and investment power with
respect to 711,200 shares of Common Stock of the Corporation. Arthur E.
Byrnes, a Director of the Corporation, is the Chairman of Deltec Asset
Management.
5. On September 2, 1994 Kingdon Capital Management Corporation filed with the
Securities and Exchange Commission under the Securities Exchange Act of
1934 Schedule 13D which disclosed that as of August 23, 1994 Kingdon
Capital Management Corporation had sole voting and investment power with
respect to 817,400 shares of Common Stock of the Corporation.
6. Neuberger & Berman has filed with the Securities and Exchange Commission
under the Securities Exchange Act of 1994 Amendment No. 1 to Schedule 13G
which disclosed that as of December 31, 1994 Neuberger & Berman had sole
voting power with respect to 111,211 shares and shared investment power
with respect to 1,018,800 shares of Common Stock of the Corporation.
7. Norwest Corporation has filed with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 Amendment No. 10 to Schedule 13G
on behalf of itself and its directly and indirectly owned subsidiaries,
Norwest Colorado, Inc., Norwest Bank Bldg, 1740 Broadway, Denver, Colorado
80274-8620, and Norwest Bank Colorado, National Association, 1700 Broadway,
Denver, Colorado 80274-8677, which disclosed that as of December 31, 1994
Norwest Corporation, directly and indirectly through its subsidiaries, had
sole voting power with respect to 1,451,399 shares, sole investment power
with respect to 1,555,249 shares, shared voting power with respect to 9,500
shares, and shared investment power with respect to 250 shares of Common
Stock of the Corporation.
8. The Prudential Insurance Company of America has filed with the Securities
and Exchange Commission Amendment No. 7 to Schedule 13G which disclosed
that the 200,000 shares of Series D Preference Stock owned by it are
presently convertible into a total of 1,600,000 shares of Common Stock of
the Corporation. Said Amendment No. 7 also disclosed that as of December
31, 1994 The Prudential Insurance Company of America had sole investment
and voting power with respect to 6,900 additional
4
<PAGE>
shares of Common Stock. The total of the foregoing, 1,606,900 shares, would
represent 9.8% of the Corporation's Common Stock.
OWNERSHIP BY MANAGEMENT OF EQUITY SECURITIES
The following table sets forth information as of January 20, 1995
concerning the beneficial ownership, direct or indirect, of shares of Common
Stock of the Corporation, including shares of Common Stock as to which a right
to acquire beneficial ownership exists (for example, through the exercise of
stock options, conversions of securities or various trust arrangements) within
the meaning of Rule 13d-3(d)(1) of the Securities Exchange Act, of each nominee
for Director, each Director whose term will extend beyond the 1995 Annual
Meeting, each of the five most highly compensated executive officers of the
Corporation named in the Summary Compensation Table on page 6 hereof ("Named
Executives") and all Directors, nominees for Director and executive officers as
a group. No shares of Series B Preference Stock or Series D Preference Stock are
beneficially owned by any Director, nominee for Director or executive officer of
the Corporation.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON STOCK
BENEFICIALLY OWNED ON JANUARY 20, 1995
NUMBER OF PERCENT OF
SHARES STOCK OUTSTANDING
BENEFICIALLY OPTIONS AND AGGREGATE COMMON STOCK
OWNED SARS (1) TOTAL OWNED (2)
<S> <C> <C> <C> <C>
Arthur E. Byrnes 15,000 -- 15,000 --
Carl A. Gilbert 1,163(3) 74,500 75,663 --
James C. Huntington, Jr. 10,000 -- 10,000 --
William E. Kassling 3,000 -- 3,000 --
Ernest F. Ladd, III 7,852(4) 110,000 117,852 --
John R. Major 1,641 38,400 40,041 --
H. Donovan Ross(5) 3,137 82,500 85,637 --
William G. Roth 48,000 420,000 468,000 3.16%
Carl A. Torbert, Jr.(6) 6,177 232,300 238,477 1.60%
Konrad M. Weis 1,705(7) -- 1,705 --
All Directors, nominees for Director
and executive officers as a group
(16 persons) 103,258 1,079,150 1,182,408 7.95%
</TABLE>
---------
1. Includes stock options of the persons and group named above which are
currently exercisable. No separately granted SARs are presently
outstanding. See page 7 for further information under the heading
"OPTION/SAR EXERCISES AND HOLDINGS."
2. Percentages of less than 1 percent are omitted.
3. During 1994, Mr. Gilbert made a late filing of a report required by Section
16(a) of the Securities Exchange Act of 1934 covering one transaction in
the Company's Common Stock.
4. Includes 3,439 shares owned by Mr. Ladd's wife, as to which beneficial
ownership is disclaimed.
5. Mr. Ross resigned from the Corporation effective January 3, 1995.
6. Effective January 1, 1995, Mr. Torbert resigned as Chairman and Chief
Executive Officer and Director of the Corporation.
7. Owned jointly with his wife.
5
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following summary compensation table sets forth the compensation
awarded, accrued or paid for each of the Named Executives as of December 31,
1994, for services rendered in all capacities during the fiscal year ended
December 31, 1994 and for the previous two years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
AWARDS PAYOUTS
(A) (B) (C) (D) (E) (F) (G) (H) (I)
SECURITIES
OTHER RESTRICTED UNDERLYING ALL
ANNUAL STOCK OPTIONS/ LTIP OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (POUND) ($) ($)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Carl A. Torbert, Jr.(1) 1994 300,000 0 0 0 -- 0 0
Chairman and CEO 1993 300,000 0 0 0 40,000 0 0
1992 300,000 0 0 0 35,000 0 0
Ernest F. Ladd, III 1994 190,000 0 0 0 -- 0 0
Exec. VP, 1993 188,700 0 0 0 10,000 0 0
Fin/Adm 1992 185,000 0 0 0 10,000 0 0
Carl A. Gilbert(2) 1994 180,000 0 0 0 -- 0 0
President and COO 1993 178,750 41,500 0 0 10,000 0 0
President, Dravo 1992 175,000 66,500 0 0 10,000 0 0
Lime Company
H. Donovan Ross(3) 1994 180,000 0 0 0 -- 0 0
Sr. Vice President 1993 178,750 0 0 0 10,000 0 0
President, Dravo 1992 175,000 0 0 0 10,000 0 0
Basic Materials Company
John R. Major 1994 134,000 0 0 0 -- 0 0
Vice President, 1993 130,000 0 0 0 5,000 0 0
Admin. 1992 130,000 0 0 0 5,000 0 0
</TABLE>
---------
(1) Mr. Torbert served as Chairman and Chief Executive Officer from April, 1994
to December 31, 1994. Previously, he had served as President and Chief
Executive Officer. Effective January 1, 1995 Mr. Torbert resigned as
Chairman and Chief Executive Officer. See SEVERANCE ARRANGEMENTS at pg. 8.
(2) Mr. Gilbert has served as President and Chief Operating Officer of the
Corporation since April, 1994. Previously, he had served as Senior Vice
President of the Corporation and President of Dravo Lime Company. Effective
January 1, 1995 Mr. Gilbert was elected as Chief Executive Officer of the
Corporation.
(3) Mr. Ross resigned from the Corporation effective January 3, 1995,
concurrent with the closing on the sale of the Corporation's basic
materials business.
GRANTS OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
No stock options or stock appreciation rights (SARs) were granted in the
fiscal year ended December 31, 1994 to any of the Named Executives.
6
<PAGE>
OPTION/SAR EXERCISES AND HOLDINGS
The following table presents information with respect to the Named
Executives concerning the exercise of options and/or SARs during the fiscal year
ended December 31, 1994, and unexercised options and SARs held by such
individuals as of December 31, 1994.
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
VALUE REALIZED UNEXERCISED IN-THE-MONEY
(MARKET PRICE OPTIONS/SARS OPTIONS/SARS
SHARES AT EXERCISE AT FY-END AT FY-END
ACQUIRED ON DATE LESS (POUND) ($)
EXERCISE OPTION PRICE) EXERCISABLE/ EXERCISABLE/
NAME (POUND) ($) UNEXERCISABLE UNEXERCISABLE
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
C.A. Torbert, Jr. 0 $ 0 272,300/ 165,125/
0 0
E.F. Ladd, III 0 $ 0 117,000/ 50,781/
0 0
C.A. Gilbert 0 $ 0 84,300/ 50,781/
0 0
H.D. Ross 6,000 $3,375 92,500/ 50,781/
0 0
J.R. Major 0 $ 0 43,400/ 29,188/
0 0
</TABLE>
EXECUTIVE BENEFIT PLAN
The Corporation's Executive Death and Disability Income Plan, as adopted in
October 1980, was amended and restated by the Board effective July 1, 1984, and
redesignated the Executive Benefit Plan. The Plan was further amended in 1994 to
reflect changes in IRS limitations.
Participation in the Plan is limited to high-ranking officers of the
Corporation and its subsidiaries as selected by the Compensation Committee of
the Board. The Plan, which is noncontributory, affords retirement,
pre-retirement death, and disability benefits. The benefits under the Executive
Benefit Plan supplement and are offset by benefits payable from the
Corporation's broad-based benefit programs.
Retirement benefits are calculated pursuant to a final average earnings
formula reduced by benefits payable under the Corporation's pension plan at
normal retirement (age 65). The Compensation Committee of the Board may approve
early retirement benefits after age 55. The following chart shows the estimated
straight-life annual benefits payable at normal retirement age to eligible
participants in specified earnings and years of service classifications. These
estimates are before reduction for benefits payable under the Corporation's
pension plan and are not subject to any deduction for Social Security benefits
or other offset amounts. Messrs. Gilbert, Ladd, Major and Torbert are
participants in the Plan, having 21, 33, 9 and 36 years of credited service,
respectively. Mr. Ross was also a participant in the Plan until the time of his
resignation, having 31 years of credited service.
7
<PAGE>
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFIT
YEARS OF ANNUAL AVERAGE EARNINGS*
SERVICE $100,000 $200,000 $300,000 $400,000 $500,000 $600,000
<S> <C> <C> <C> <C> <C> <C>
5 $ 15,000 $ 30,000 $ 45,000 $ 60,000 $ 75,000 $ 90,000
10 30,000 60,000 90,000 120,000 150,000 180,000
15 45,000 90,000 135,000 180,000 225,000 270,000
20 47,500 95,000 142,500 190,000 237,500 285,000
25 50,000 100,000 150,000 200,000 250,000 300,000
30 52,500 105,000 157,500 210,000 262,500 315,000
35 55,000 110,000 165,000 220,000 275,000 330,000
40 57,500 115,000 172,500 230,000 287,500 345,000
</TABLE>
---------
* Earnings for this purpose are amounts reported as Annual Compensation in the
Summary Compensation Table, averaged over the five years preceding
retirement.
In the event of the participant's death, the Plan provides a surviving
spouse an annual benefit equal to 45% of the participant's compensation (basic
annual salary at death plus any incentive compensation paid in the 12-month
period preceding death), reduced by the periodic surviving spouse benefit
payable under the Corporation's pension plan, if applicable.
The disability benefit provided under the Plan is an annual amount equal to
60% of the participant's compensation (basic annual salary at the onset of
disability plus any incentive compensation paid in the 12-month period preceding
the onset of disability), reduced by benefits payable under, and by amounts used
as an offset in, the Corporation's long-term disability plan.
DIRECTORS' COMPENSATION
Directors who are not officers or employees of the Corporation receive, for
all services as Directors, remuneration of $14,400 per year plus $1,000 per
meeting for attendance at Committee meetings, and regular and special meetings
of the Board. The Chairmen of the Committees of the Board are compensated an
additional $1,000 per year for serving as Chairmen. Directors who are also
officers or employees of the Corporation do not receive any additional
remuneration for so serving. Directors who are not officers or employees of the
Corporation are granted options to purchase 1,500 shares of Common Stock on the
day following each annual shareholders' meeting.
SEVERANCE ARRANGEMENTS
The Corporation has entered into severance arrangements with Messrs.
Gilbert, Ladd, Major, Torbert and two other executive officers. Mr. Ross had a
similar arrangement until he resigned. An executive receives benefits under
these agreements only in the event of a change in control (as defined in the
agreements) of the Corporation followed by either a termination of such
officer's employment by the Corporation other than termination due to death,
disability, retirement at normal retirement age (usually 65), or for cause (all
as defined in the agreements), or by a termination of employment at the option
of the executive for good reason (as defined in the agreements). In such event,
the executive is entitled to receive in addition to any amounts otherwise
payable to him (i) three (or a proportionately smaller multiple if the
executive's age is within three years of his normal retirement age) times the
sum of his base salary (as defined) plus the average cash award received by him
under the Corporation's Incentive Compensation Plan for the prior two years;
(ii) payments with respect to stock options which were outstanding for at least
six months prior to the date of termination measured by the difference between
the higher of the then market price or the highest price paid per share in the
transaction resulting in the change in control and the exercise price of the
options, and acceleration of certain unmatured options; (iii) credit for
purposes of the Corporation's pension plan as though he had remained in the
employ of the Corporation for three years after the date of termination, at his
then covered remuneration plus certain annual increases; (iv) continued
participation in the Corporation's Executive Benefit Plan as though the
executive were continuously an employee of the Corporation at his then
compensation for a period of three years after the
8
<PAGE>
date of termination; and (v) continued participation in all other benefit plans
for three years after the date of termination. The agreements are for a
five-year term, and all of the agreements provide for an automatic renewal for
an additional five-year term unless notice of termination is provided to the
executive prior thereto.
The Corporation has entered into a separation agreement with Mr. Torbert,
who resigned from his position as Chairman and Chief Executive Officer effective
December 31, 1994. Under this executive consulting agreement, Mr. Torbert will
continue to receive his full salary and will continue to be covered under all
benefit plans for January 1, 1995 through December 31, 1996. Upon his retirement
from the Company, effective January 31, 1997 (at which time Mr. Torbert will be
61 years of age), the Corporation has agreed that Mr. Torbert's retirement
benefits will be calculated as if he had reached age 62.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:
Objectives of the Executive Compensation Program
In order to attain its short and long-term performance objectives, the
Corporation must attract, motivate and retain outstanding individuals.
Accordingly, the Corporation will provide a total executive compensation package
that will enable it to attract, motivate and retain such individuals and align
their success with that of shareholders.
The following general principles guide all of the Corporation's executive
officer compensation programs. The programs are designed in the aggregate to
support a consistent, organization-wide philosophy which is internally equitable
and externally competitive. The programs are directed toward securing and
retaining the services of outstanding individuals who exhibit a high degree of
business responsibility, personal integrity and professionalism. The programs
provide key executives with a mix of total cash compensation, including base
salaries targeted at the middle of the competitive salary market and a formula
determined Incentive Compensation Program (ICP) opportunity supportive of the
business planning process and targeted to produce awards at the 50th percentile
of competitor organizations based on appropriate Corporate results. The base
salaries are based upon general industry data for employees of companies with
comparable revenues holding positions with comparable responsibilities. The
award targets under the Incentive Compensation Plan are similarly established.
The Company annually reviews published surveys in the competitive market (e.g.,
Wyatt ECS, Towers Perrin Compensation Data Bank). Competitor organizations are
defined annually as part of the planning process and include selected natural
resource companies engaged in the production and sale of selected construction
materials, as well as companies selected on the basis of broader industry
comparison (e.g., comparable sized general industry companies). Variability of
actual payments in the ICP, both up and down, is a function of business
objectives approved each year by the Compensation Committee of the Board. The
long-term incentive component of the program is provided by the Dravo
Corporation Employee Stock Option Plan of 1988 and Dravo Corporation Stock
Option Plan of 1994 ("Long-Term Incentives") and emphasizes long-term incentive
opportunity for the key individuals at the 50th percentile of competitor
organizations. The Long-Term Incentives are designed to encourage stock
ownership and executive retention. Executive benefits are provided on a
competitive basis but are not emphasized.
All programs are developed and administered in such a fashion as to fulfill
the commitment of the Corporation to nondiscrimination as to race, age, sex, or
other factors unrelated to an individual's performance, and to comply with all
applicable federal, state and local laws and regulations.
Base Salary Program
The level of base salary paid to executive officers in general and to the
Chief Executive Officer in particular is determined on the basis of performance,
experience and such other factors that may, from time to time, be appropriately
considered by the Compensation Committee of the Board. Specific marketplaces
which the Corporation uses in the analysis of base salary competitiveness are
determined on
9
<PAGE>
the basis of the nature and level of the position(s) in question and the labor
market(s) from which the qualified individuals would be recruited. The primary
marketplace in which the Corporation desires to be competitive for key
executives is the construction-related, natural resource industry. For positions
which are not specific to the construction-related, natural resource industry
(e.g., human resources, finance, etc.), the relevant marketplace(s) is expanded
to include general industry companies of comparable size. Annual salary increase
budgets are based on such factors as Corporate performance, general economic
conditions, marketplace compensation trends, and the appropriateness of
aggregate individual pay levels. As indicated in the Summary Compensation Table,
there was no salary increase for the Chief Executive Officer in 1994.
Incentive Compensation Program (ICP)
The purposes of the ICP are to encourage and reward management achievements
that contribute to the value of the Corporation; focus participants' efforts on
specific performance areas and objectives established by the organization
recognizing individual and team performance which support overall Corporate
success; communicate key Corporate and subsidiary company priorities through the
compensation program; provide an element of compensation which varies directly
with performance on both the upside and the downside; provide managers and other
key employees a competitive 50th percentile of competitor organizations annual
incentive compensation opportunity; utilize programs and approaches which are
consistent with industry and other competitors' practices; and provide
additional motivation toward achievement of predetermined levels of excellence.
The ICP was adopted by the Board in January, 1989, to replace the Executive
Incentive Compensation Plan which had been adopted in 1983.
The ICP is a target incentive plan which provides for the establishment of
threshold, target and maximum levels of awards based on performance against
specific predetermined performance objectives. The business objectives include
Earnings per Share from continuing operations, pre-allocation earnings and gross
profit for Corporate, Divisional and Sub-unit objectives, respectively. For the
Chief Executive Officer, the performance objective is based upon earnings per
share from continuing operations. For the other Named Executives, there are
three performance components: earnings per share from continuing operations;
individual performance; and, as appropriate, division operating performance. The
Plan is administered by the Compensation Committee of the Board, which is
comprised exclusively of Directors who are not past or current employees. Awards
may be made under the Plan to officers and key employees of the Corporation and
its subsidiaries who are in a position to make significant contributions to the
financial success of the Corporation.
Prior to the beginning of the 1994 Plan year, financial measures were
established for corporate, divisional and profit center performance for the
year, and certain personal objectives were established for each participant
except the Chief Executive Officer. Recommendations for 1994 as to proposed
participants, threshold, target and maximum award levels and allocation of
awards among the performance components for each individual were made by the
Chief Executive Officer to the Compensation Committee. The final determination
as to participants and awards was made solely by the Committee.
In January of 1995, each participant's performance was reviewed against the
pre-established performance objectives. Because neither Dravo Corporation, Dravo
Basic Materials Company, nor Dravo Lime Company achieved threshold performance,
no awards were made for 1994 for any group.
In the event of extraordinary circumstances the Committee may make
adjustments to incentive award amounts as appropriate to maintain the fairness
of the Plan. Awards are paid in cash. The amount available for incentive awards
in any Plan year is the aggregate of individual awards for the year.
Long-Term Incentives
The purposes of long-term incentive compensation are to focus key
executives' efforts on performance which will increase the value of the
Corporation for its shareholders; align the interests of key executives with
those of the shareholders by encouraging share ownership; provide a 50th
percentile of competitor
10
<PAGE>
organizations long-term incentive and capital accumulation opportunity; and
provide a significant retention incentive for key individuals.
The Corporation's Stock Option Plan of 1978 (the "1978 Plan"), which
terminated in January, 1988, the Long-Term Incentive Award Plan of 1983 (the
"1983 Plan"), which terminated in July, 1993, the Employee Stock Option Plan of
1988 (the "1988 Plan") and the Stock Option Plan of 1994 (the "1994 Plan")
authorize the granting of options and stock appreciation rights ("SARs"),
whether separately or in tandem with each other. The 1978 Plan, the 1983 Plan,
the 1988 Plan and the 1994 Plan are hereinafter collectively referred to as the
"Plans." The Compensation Committee administers the Plans.
Officers and other key employees of the Corporation and its subsidiaries
were eligible for awards under the 1978 Plan and the 1983 Plan, and are eligible
for awards under the 1988 Plan and the 1994 Plan. The Committee selects the
participants under each Plan and the amount and form of each award. The
Committee also determines the terms of options and SARs. Options and SARs may be
granted for terms up to ten years.
During 1994, Mr. Ross exercised options for 6,000 shares. No other Named
Executive exercised any stock options in 1994. During 1994, no stock options or
SARs were granted to the Chief Executive Officer or to any other Named
Executive.
Other
The Compensation Committee of the Board of Directors, in exercising its
responsibility to review and establish the compensation levels of the
Corporation's executive officers, to administer the Corporation's various
incentive plans and to authorize bonuses, grants of stock options and other
forms of remuneration, has solicited the advice and counsel of KPMG Peat
Marwick; Towers Perrin; and Buchanan Ingersoll Professional Corporation to
assist with issues related to accounting, design and legal considerations,
respectively.
Respectfully submitted by the Compensation Committee of the Board of
Directors of Dravo Corporation.
James C. Huntington, Jr., Chairman
E. Eugene Bishop
Willard L. Hurley
Robert C. Wilburn
COMPANY PERFORMANCE
In accordance with requirements of the Securities and Exchange Commission,
the following line-graph presents a comparison of the cumulative, five-year
shareholder returns (including reinvestment of dividends) with the S&P 500 Stock
Index and a market capitalization weighted index of peer companies. The peer
company group is based on the Value Line Investment Survey Cement and Aggregates
Industry Grouping, which is the same group as used last year.
11
<PAGE>
DRAVO CORPORATION
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
VS S&P 500 AND VALUE LINE CEMENT AND AGGREGATES INDUSTRY GROUP
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
------ ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C>
Dravo Corporation 100 64 47 55 68 72
S&P 500 100 97 126 136 150 152
Peer Group 100 69 76 91 118 106
</TABLE>
Assumes $100 invested on 12/31/89 in the Corporation's common stock, S&P 500
index and peer group index assuming dividend reinvestment.
---------
(1) The Value Line Investment Survey's Cement and Aggregates Industry Group
includes the following companies: CalMat, Florida Rock, Lafarge, Lone Star,
Medusa, Southdown, Texas Industries and Vulcan Materials.
ACTIVITIES AND FUNCTIONS OF THE BOARD OF DIRECTORS
During 1994 the Board of the Corporation held 7 regularly scheduled and
special meetings. All of the Directors attended at least 75% of the aggregate of
the total number of meetings of the Board and of Committees of the Board on
which they served (during the periods that each of them served) except Mr. Weis.
The By-Laws of the Corporation provide that there shall be, as Standing
Committees of the Board, an Audit Committee, a Compensation Committee, a Finance
Committee and a Nominating Committee, each comprised exclusively of Directors
who are not current officers or employees of the Corporation.
The Audit Committee is comprised of Messrs. Edwards, Chairman, Byrnes,
Kassling, Roth and Weis. The Audit Committee's duties include recommending, for
nomination by the Board and election at the
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<PAGE>
annual shareholders' meeting, the firm of independent accountants to audit the
Corporation's financial records, and reviewing the overall approach followed by
the independent accountants and the Corporation's internal auditors to insure
the integrity with which the Corporation's published financial statements are
prepared. In discharging these duties the Committee reviews the audit plans for
the fiscal year and reviews reports from the independent auditors to determine,
among other things, whether there have been any material changes in accounting
principles and, if so, the effect of such changes on the valuation of the
Corporation's assets or the determination of its earnings. After the end of each
fiscal year, the Committee meets separately with the independent auditors and
with the Chief Financial Officer of the Corporation to review the audit report
and their comments with respect thereto. During 1994 the Audit Committee held 2
meetings.
The Compensation Committee of the Board is empowered to fix the
compensation of the top officers of the Corporation. This Committee also selects
the participants in the Corporation's Executive Benefit Plan and discharges the
functions of the Committee under the Corporation's Incentive Compensation Plan
and of the Committee which determines awards under the Corporation's Employee
Stock Option Plan of 1988 and Stock Option Plan of 1994. The Compensation
Committee held 3 meetings in 1994. Otherwise, its work was performed informally,
through conferences, correspondence and telephone conversations among Committee
members. The Committee members are Messrs. Huntington, Chairman, Bishop, Hurley
and Wilburn.
The Finance Committee is comprised of Messrs. Edwards, Chairman, Byrnes,
Kassling, Roth and Weis. The function of the Finance Committee is to assist and
counsel the Chief Executive Officer and Chief Financial Officer of the
Corporation in the formulation and development of financial policies and plans.
The Finance Committee held 3 meetings in 1994.
The Nominating Committee is comprised of Messrs. Huntington, Chairman,
Bishop, Hurley and Wilburn. The Nominating Committee recommends, for nomination
by the Board and election by the shareholders, individuals to serve as members
of the Board. The Nominating Committee held 2 meetings in 1994. The Committee
would consider shareholder recommendations for positions on the Board. Any
shareholder wishing to recommend a nominee for consideration by the Nominating
Committee may do so by letter addressed to the Secretary of the Corporation,
3600 One Oliver Plaza, Pittsburgh, Pennsylvania 15222-2682.
During 1994 a special ad hoc committee was created to advise management in
connection with activities which resulted in the sale of the Corporation's basic
materials business effective January 3, 1995. This committee was comprised of
Messrs. Huntington, Chairman, Byrnes, Edwards and Roth. The committee met twice
during 1994.
ELECTION OF AUDITORS
The Board of Directors of the Corporation proposes that KPMG Peat Marwick
be elected as independent certified public accountants to examine the financial
statements of the Corporation and its subsidiaries as of December 31, 1995 and
to report upon the financial statements to the shareholders as of December 31,
1995. The election of KPMG Peat Marwick was recommended by the Audit Committee
of the Board, which is composed of Directors who are not officers or employees
of the Corporation. One or more representatives of KPMG Peat Marwick will be
present at the 1995 Annual Meeting with the opportunity to make a statement if
they desire to do so. It is expected that such representatives will be available
to respond to appropriate questions.
KPMG Peat Marwick is a member of the SEC Practice Section of the American
Institute of Certified Public Accountants.
Although election of independent certified public accountants by the
shareholders is not required by Pennsylvania law or the Articles of
Incorporation or By-Laws of the Corporation, the Board believes that the
shareholders should have an opportunity to express themselves on this subject.
In the event that the vote on this matter is negative, the Board, acting upon
advice from its Audit Committee, will select other independent certified public
accountants.
13
<PAGE>
SHAREHOLDER PROPOSAL
Angela F. Levis has notified the Corporation that she will present the
following resolution (the "Proposal") for consideration at the 1995 Annual
Meeting of Shareholders. In submitting the Proposal, the proponent disclosed
holdings of 7,000 shares of Common Stock of the Corporation. To be adopted, this
resolution, which is opposed by the Board of Directors, would require the
affirmative vote of a majority of the votes present in person or by proxy at the
Annual Meeting.
In accordance with the applicable proxy regulations, the Proposal is set
forth below.
"RESOLVED, that the shareholders of the Corporation hereby request and
recommend the Board of Directors amend the Corporation's bylaws to require in
all future elections of individuals to the Board of Directors all candidates who
have successfully met the requirements, under the current bylaws, to be a
candidate, be presented equally to the shareholders in the Proxy Material and
all other methods of communication for due consideration and voting."
SHAREHOLDER SUPPORTING STATEMENT
"The purpose of this proposal is to advise the Board of Directors of
shareholders concerns regarding an opportunity not only to nominate a qualified
candidate for a seat on Dravo's board, but to give that candidate the equal
visibility to all shareholders, principally in the proxy statement, as those
candidates sponsored by the Board of Directors and/or management. It is the view
of the proponent of this proposal that management and/or the Board of Directors
has acted to deny shareholders their right to consider the qualifications and
merits of all candidates, who have met all the basic requirements for such
candidacy as prescribed in the Corporate Bylaws, for a seat on the Board of
Directors. It is the opinion of the proponent that confining inclusion in the
Proxy Statement only to the candidacy of those individuals sponsored by members
of management and/or the board denies shareholders the opportunity to weigh the
relative merits of all the candidates and their to wisdom select those which
they believe are likely to do the most effective job of managing Dravo in the
best interests of the shareholders.
This proponent is also of the view that if most members of the board hold
their position by virtue of sponsorship only from other board or management
members, there is a possibility of inbreeding, which may be inimicable to true
independence and challenge.
For the corporate elections held on April 28, 1994, the proponent submitted
the candidacy of Mr. Jack W. Forrest. Mr. Forrest fulfilled all the requirements
for candidacy as prescribed under Dravo's corporate bylaws. However, management
and the directors refused to allow shareholders the right of choice by
prohibiting Mr. Forrest's candidacy and qualifications to appear in the Proxy
Statement and his name to appear on the ballot.
The proponent believes that all shareholders should be afforded a fair
opportunity to evaluate the credentials of qualified candidates and to vote
accordingly, and that the range of candidates should be wider and in greater
depth than those acquainted with members of management and the Board. The
proponent believes that shareholders have confidence in their ability to select
the best persons to direct the affairs of Dravo Corporation and respectfully
request that the shareholders vote in favor of this proposal."
BOARD OF DIRECTORS STATEMENT IN OPPOSITION
The proponent requests that the Corporation's By-laws be amended to require
that shareholder nominees be presented equally to the shareholders as the
management's nominees. The By-laws establish only minimum standards for
shareholder nominees for directors. It is the Nominating Committee of the Board
of Directors who evaluates the qualifications of individual candidates and the
needs of the Corporation. The proxy statement issued by the Corporation each
year is management's proxy statement and is used to solicit proxies on behalf of
candidates nominated by the Board of Directors. Nothing in the proxy rules
promulgated by the Securities and Exchange Commission requires that management
present candidates equally when shareholders have nominated a candidate for
director and that candidate has not been screened by the Nominating Committee
nor nominated by the Board. Rather, the proxy rules permit
14
<PAGE>
shareholders to send their own proxy solicitations. The proposal seeks to upset
this balance by making the Corporation's proxy statement the vehicle by which a
shareholder may conduct an election contest. Management firmly believes this
proposal is not in the best interests of shareholders nor a reflection of
current shareholder concerns.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST THIS
PROPOSAL.
PROPOSALS OF SECURITY HOLDERS FOR CONSIDERATION
AT THE 1996 ANNUAL MEETING OF SHAREHOLDERS
Shareholder proposals for the 1996 Annual Meeting of the shareholders of
the Corporation must be submitted to the Corporation, in care of the Secretary,
3600 One Oliver Plaza, Pittsburgh, Pennsylvania 15222-2682 on or before November
28, 1995 in order to be considered for inclusion in the 1996 proxy statement.
PROXY SOLICITATION
The expenses of soliciting proxies will be paid by the Corporation which
will also reimburse banks, brokerage houses and other persons holding stock in
their names, or in the names of nominees, for their expenses in sending proxy
material to principals and obtaining their proxies. The Corporation has retained
Morrow & Co., Inc. to assist in the solicitation of proxies for shares in
broker, bank and other nominee names for a fee of approximately $15,000 plus
expenses. Some of the officers and other regular employees of the Corporation
may solicit proxies personally, by telephone and by mail if deemed appropriate.
EFFECT OF ABSTENTIONS AND BROKER NON-VOTES
Abstentions and broker non-votes on any matter submitted to the
shareholders for approval have no effect on the vote on such matter since, under
Pennsylvania law, the affirmative vote of at least a majority of the votes cast
by shareholders at the meeting, in person or by proxy, is necessary for approval
of the matter. Broker non-votes as to any matter are shares held by brokers and
other nominees which are voted at the meeting on matters as to which the nominee
has discretionary authority, but which are not voted on the matter in question
because the nominee does not have discretionary voting authority as to such
matter.
OTHER BUSINESS
As far as is known, no matters other than the matters hereinabove mentioned
will come before the 1995 Annual Meeting. However, if any other matters should
properly come before the 1995 Annual Meeting, it is the intention of the persons
named in the enclosed proxy to vote in accordance with their judgment for the
best interests of the Corporation.
By Order of the Board of Directors
JAMES J. PUHALA,
Secretary
3600 One Oliver Plaza
Pittsburgh, Pennsylvania 15222-2682
March 27, 1995
15
<PAGE>
--------------------------------------------------
NOTICE OF THE
1995 ANNUAL MEETING AND
PROXY STATEMENT
--------------------------------------------------
<PAGE>
[Logo of Dravo] PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 27, 1995
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Carl A. Gilbert and Ernest F. Ladd, III, and
each of them, with full power of substitution, as proxies (the "Proxies") to
vote all shares of Common Stock which the undersigned is entitled to vote at
the above stated Annual Meeting of shareholders, and any adjournments thereof,
upon the matters set forth in the Notice and Proxy Statement, as follows:
1. ELECTION OF DIRECTORS to the class of the Board of Directors whose term
expires at the 1998 Annual Meeting of shareholders (check one box only).
[ ] FOR all nominees listed below: [ ] WITHHOLD AUTHORITY to vote for all
nominees listed below:
Carl A. Gilbert and William G. Roth
(to withhold authority for any individual nominee, check the "FOR all
nominees" box above and write that nominee's name in the space provided below)
------------------------------------------------------------------------------
2. APPROVAL OF THE APPOINTMENT OF KPMG PEAT MARWICK AS INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS FOR THE YEAR 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 and 2
3. SHAREHOLDER PROPOSAL RELATING TO NOMINATION OF DIRECTORS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 3
In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the Annual Meeting of shareholders, and any
adjournments thereof.
(Continued and to be signed on reverse side)
<PAGE>
THIS PROXY WILL BE VOTED AS SPECIFIED HEREIN. IF NO DIRECTION IS GIVEN
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND AGAINST PROPOSAL 3. IN THEIR
DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF, INCLUDING WITHOUT
LIMITATION, THE ELECTION OF ANY PERSON TO THE BOARD OF DIRECTORS FOR WHICH A
BONA FIDE NOMINEE IS NAMED IN THE PROXY STATEMENT AND IS UNABLE TO SERVE OR FOR
GOOD CAUSE WILL NOT SERVE. A VOTE FOR THE NOMINEES LISTED WILL GIVE THE PROXIES
DISCRETIONARY AUTHRORITY TO CUMULATE ALL VOTES TO WHICH THE UNDERSIGNED IS
ENTITLED AND ALLOCATE THEM IN FAVOR OF ANY ONE OF THE NOMINEES, AS THE PROXIES
DETERMINE. Any proxy heretofore given by the undersigned with respect to such
stock is hereby revoked.
Receipt of Notice of the Annual Meeting and Proxy Statement is hereby
acknowledged.
PLEASE SIGN, DATE, AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
Dated,.................................1995
PLEASE SIGN EXACTLY AS NAME APPEARS AT LEFT.
............................................
(Signature)
............................................
(Signature if held jointly)
............................................
<PAGE>
[Logo of Dravo]
VOTER DIRECTION CARD DRAVO CORPORATION SAVINGS PLAN
FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 27, 1995
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TO: THE VANGUARD GROUP, TRUSTEE
The undersigned, a participant having Common Stock of Dravo Corporation
credited to my account, does hereby instruct the Trustee that in voting all
shares of Common Stock held in the Dravo Corporation Stock Fund at the above
stated Annual Meeting of shareholders, and any adjournments thereof, upon the
matters set forth in the Notice and Proxy Statement, the shares of Common Stock
indicated on the reverse side hereof shall be counted as follows:
1. ELECTION OF DIRECTORS to the class of the Board of Directors whose term
expires at the 1998 Annual Meeting of shareholders (check one box only).
[ ] FOR all nominees listed below: [ ] WITHHOLD AUTHORITY to vote for all
nominees listed below:
Carl A. Gilbert and William G. Roth
(to withhold authority for any individual nominee, check the "FOR all
nominees" box and write that nominee's name in the space provided below)
----------------------------------------------------------------------------
2. APPROVAL OF THE APPOINTMENT OF KPMG PEAT MARWICK AS INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS FOR THE YEAR 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
3. SHAREHOLDER PROPOSAL RELATING TO NOMINATION OF DIRECTORS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 3.
(Continued and to be signed on reverse side)
<PAGE>
The Trustee shall vote upon such other matters as may properly come before
the Annual Meeting of shareholders, and any adjournments thereof, as the
proxies named in the solicitation of the Board of Directors (the "Board Named
Proxies") determine, including without limitation the election of any person
to the Board of Directors for which a bona fide nominee is named in Proxy
Statement and is unable to serve or for good cause will not serve.
THE TRUSTEE WILL VOTE THE SHARES IN THE DRAVO CORPORATION STOCK FUND IN
ACCORDANCE WITH THE PLAN. IN DETERMINING HOW TO VOTE THE FUND'S SHARES, THE
SHARES INDICATED BELOW WILL BE COUNTED AS DIRECTED ON THE REVERSE SIDE HEREOF.
IF NO DIRECTION IS GIVEN, THE SHARES INDICATED BELOW WILL BE COUNTED AS BEING
FOR PROPOSALS 1, AND 2 AND AGAINST PROPOSAL 3. IF THE UNDERSIGNED VOTES FOR THE
NOMINEES LISTED, THE TRUSTEE WILL CUMULATE ALL VOTES WHICH THE UNDERSIGNED IS
ENTITLED TO DIRECT AND ALLOCATE THEM IN FAVOR OF ANY ONE OF THE NOMINEES, AS
THE BOARD NAMED PROXIES DETERMINE. THE TRUSTEE MAY APPOINT THE BOARD NAMED
PROXIES TO VOTE THE SHARES IN THE DRAVO CORPORATION STOCK FUND IN THE MANNER
DIRECTED BY THE TRUSTEE. Any voter direction card heretofore given by the
undersigned with respect to such stock is hereby revoked.
Receipt of Notice of the Annual Meeting and Proxy Statement is hereby
acknowledged.
PLEASE SIGN, DATE, AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
Dated,.................................1995
PLEASE SIGN EXACTLY AS NAME APPEARS AT LEFT.
............................................
(Signature)
............................................
