Registration No. 33-___________
As filed with the Securities and Exchange Commission
on March 13, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________________
DRAVO CORPORATION
Pennsylvania 25-0447860
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
One Oliver Plaza
Pittsburgh, Pennsylvania 15222
(Address of principal executive offices)
___________________________________________
DRAVO CORPORATION
NON-EMPLOYEE DIRECTORS' RETAINER FEE PLAN
(Full title of the plan)
___________________________________________
James J. Puhala
Vice President, Secretary and General Counsel
Dravo Corporation
One Oliver Plaza
Pittsburgh, Pennsylvania 15222
(Name and address of agent for service)
412-566-3000
(Telephone number of agent for service)
Copies of communications to:
William J. McCormick, Esquire
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
412-562-1025
___________________________________________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities To Be to Be Maximum Maximum Registrat
Registered Register Offering Aggregate ion Fee
ed Price Offering
Per Price
Share
Capital Stock (par 30,000 $12.375 $371,250 $129
value $1.00 per (1) (1)
share)
(1) 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, as reported in The
Wall Street Journal, Midwest Edition, on March 11, 1996, has
been determined in accordance with Rule 457(c).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the Dravo Corporation
Non-Employee Directors' Retainer Fee Plan (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 by reference, from the
date of filing of such documents, 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:
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
Pennsylvania statutory law regarding directors and officers
insurance and indemnification is embodied in Subchapter D
(Sections 1741 through 1750) of the Pennsylvania Business
Corporation Law of 1988, as amended (the "BCL"). Section 1741
(relating to third party actions) and 1742 (relating to
derivative actions) of the BCL provide that, unless otherwise
restricted by its bylaws, a business corporation shall have the
power to indemnify any person who is made a party to a third-
party or derivative action, respectively, by reason that such
person is or was a representative of the corporation. The BCL
defines representative to mean a director, officer, employee or
agent thereof (a "Representative"). The sections further state
that the corporation is authorized to indemnify the
Representative against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the action.
However, the Representative must have acted in good faith and
with a reasonable belief that his or her actions were in the best
interests, or not opposed to the best interests, of the
corporation; and with respect to any criminal proceeding, the
Representative must have had no reasonable cause to believe his
or her conduct was unlawful.
Section 1743 of the BCL provides mandatory indemnification
for a Representative if he or she succeeds on the merits or
otherwise in the defense of any claim or action. The corporation
must indemnify him or her to the extent of his or her actual and
reasonable expenses (including attorney's fees) in connection
with the claim or action.
Section 1746(a) states that the statutory rights of
indemnification shall not be deemed exclusive of any other rights
to which a person might be entitled under any bylaw, agreement,
or otherwise. However, 1746(b) forbids indemnification to be
made in any case where the act or failure to act giving rise to
the claim is determined by a court to be willful misconduct or
recklessness. A corporation may not provide indemnification in
the case of willful misconduct or recklessness.
The BCL, in Section 1747, also authorizes corporations to
purchase and maintain insurance on behalf of a Representative,
whether or not the corporation would have the power to indemnify
him or her. Such insurance is declared to be consistent with
Pennsylvania's public policy.
Article XVII of the Corporation's Bylaws provides 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 reasonable 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 has 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 indemnification, the right to
indemnification conferred in this Section shall
include the right to be paid by the Corporation
expenses incurred; provided, however, that to the
extent required 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 by-law,
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.
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
provisions provides broader rights with respect to
indemnification, including the advancement of
expenses, than 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.
In addition, the Corporation has entered into agreements
with each member of its Board of Directors which contractually
require the Corporation 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:
4.01 Amended and Restated Exhibit 3.1 of the Corporation's
Articles of Form 8-K filed February 12, 1992
Incorporation of the is incorporated hereby by
Corporation reference
4.02 Bylaws of the Exhibit 3.1 of the Corporation's
Corporation, as March 30, 1995 Form 10K is
amended, January 1, incorporated herein by reference
1995
4.03 Shareholders' Rights Shareholders' Rights Agreement
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.
4.04 Statement with Respect Statement with Respect to Shares
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.
4.05 Form of Form of indemnification
Indemnification Agreement between Dravo
Agreement 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.
4.06 Statement Regarding S- Statement with respect to
8 Rules 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.
4.07 Credit and Note and Credit and Note and Stock
Stock Purchase Purchase Agreement dated as of
Agreement 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.
4.08 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.
4.09(a) Revolving Line of Revolving Line of Credit
Credit Agreement 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.
4.09(b) Amendment to Credit Amendment to Credit and Note and
and Note and Stock Stock Purchase Agreement dated
Purchase Agreement 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.
4.09(c) First amendment to the First amendment to the
Corporation's Pledge Corporation's Pledge Agreement
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.
4.09(d) First amendment to the First amendment to the Second
Second Intercreditor Intercreditor Agreement dated
Agreement 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.
4.09(e) Intercreditor Intercreditor Agreement dated
Agreement 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 Loan Agreement Loan Agreement dated as of
December 1, 1978 between Dravo
Equipment Company and County of
Harrison, Ohio.
The Registrant hereby agrees to
furnish to the Commission upon
request a copy of the instrument
listed under exhibit 4.10. The
instrument does not authorize
the issuance of securities in
excess of 10 percent of total
assets of the Registrant and its
subsidiaries on a consolidated
basis.
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 First Amendment, dated March 10,
March 10, 1993, to the 1993, to the 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 4(xi) of
the December 31, 1992 Form 10-K
of the Registrant.
4.13 Second Amendment, Second Amendment, dated March 7,
dated March 7, 1994, 1994, to the Override Agreement
to the Override dated January 21, 1992 is
Agreement incorporated by reference to
Exhibit 4(xii) of the
December 31, 1993 Form 10-K of
the Registrant.
4.14 First Amendment, dated First Amendment, dated March 7,
March 7, 1994, to the 1994, to the Amended and
Amended and Restated Restated Revolving Credit
Revolving Credit Agreement dated January 21, 1992
Agreement. is incorporated by reference to
Exhibit 4(xiii) of the
December 31, 1993 Form 10-K of
the Registrant.
4.15 First Amendment to Four copies of the First
Revolving Note 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.
4.16 Note Purchase Note Purchase Agreement dated
Agreement August 1, 1994 between Dravo
Black River Limited Partnership
and the Prudential Insurance
Company of America is
incorporated by reference to the
August 18, 1994 Form 8-K of the
Registrant.
4.17 Amendment Agreement Amendment Agreement dated August
1, 1994 encompassing the Third
Amendment to the Override
Agreement dated January 21, 1992
and the Second Amendment to the
Amended and Restated Revolving
Credit Agreement dated January
21, 1992 is incorporated by
reference to the August 18, 1994
Form 8-K of the Registrant.
4.18 Amendment Agreement Amendment Agreement dated
January 3, 1995 encompassing the
Fourth Amendment to the Override
Agreement dated January 21, 1992
and the Third Amendment to the
Amended and Restated Revolving
Credit Agreement dated January
21, 1992 is incorporated by
reference to Exhibit 4 (xvii) of
the December 31, 1994 Form 10-K
of the Registrant.
5.01 Opinion of Buchanan Filed herewith.
Ingersoll Professional
Corporation as to the
legality of the
securities being
registered
23.01 Independent Filed herewith.
Accountants' Consent
23.02 Consent of Buchanan Contained in opinion filed as
Ingersoll Professional Exhibit 5.01 herewith.
Corporation
24.01 Power of Attorney Filed herewith.
Item 9. Undertakings
d) 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, 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.
e) 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 this 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.
f) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 the 12th
day of March, 1996.
DRAVO CORPORATION
By: JAMES J. PUHALA
James J. Puhala, Vice President,
Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on March 12, 1996.
Signature Capacity
CARL A. GILBERT President, Chief
Executive Officer
and Director
ERNEST F. LADD III Executive Vice President
and Chief Financial
Officer
LARRY J. WALKER Vice President and
Controller
Arthur E. Byrnes* Director
James C. Huntington, Director
Jr.*
William E. Kassling* Director
William G. Roth* Director
Konrad M. Weis* Director
*By James J. Puhala, Attorney-in-Fact
EXHIBIT INDEX
Exhibit Sequential Page Number*
No. or Reference
4.01 Amended and Restated Exhibit 3.1 of the Corporation's
Articles of Form 8-K filed February 12, 1992
Incorporation of the is incorporated hereby by
Corporation reference
4.02 Bylaws of the Exhibit 3.1 of the Corporation's
Corporation, as March 30, 1995 Form 10K is
amended, January 1, incorporated herein by reference
1995
4.03 Shareholders' Rights Shareholders' Rights Agreement
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.
4.04 Statement with Respect Statement with Respect to Shares
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.
4.05 Form of Form of indemnification
Indemnification Agreement between Dravo
Agreement 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.
4.06 Statement Regarding S- Statement with respect to
8 Rules 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.
4.07 Credit and Note and Credit and Note and Stock
Stock Purchase Purchase Agreement dated as of
Agreement 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.
4.08 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.
4.09(a) Revolving Line of Revolving Line of Credit
Credit Agreement 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.
4.09(b) Amendment to Credit Amendment to Credit and Note and
and Note and Stock Stock Purchase Agreement dated
Purchase Agreement 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.
4.09(c) First amendment to the First amendment to the
Companies' Pledge Companies' Pledge Agreement
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.
4.09(d) First amendment to the First amendment to the Second
Second Intercreditor Intercreditor Agreement dated
Agreement 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.
4.09(e) Intercreditor Intercreditor Agreement dated
Agreement 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 Loan Agreement Loan Agreement dated as of
December 1, 1978 between Dravo
Equipment Company and County of
Harrison, Ohio.
The Registrant hereby agrees to
furnish to the Commission upon
request a copy of the instrument
listed under exhibit 4.10. The
instrument does not authorize
the issuance of securities in
excess of 10 percent of total
assets of the Registrant and its
subsidiaries on a consolidated
basis.
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 First Amendment, dated March 10,
March 10, 1993, to the 1993, to the 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 4(xi) of
the December 31, 1992 Form 10-K
of the Registrant.
4.13 Second Amendment, Second Amendment, dated
dated March 7, 1994, March 7, 1994, to the Override
to the Override Agreement dated January 21, 1992
Agreement is incorporated by reference to
Exhibit 4(xii) of the
December 31, 1993 Form 10-K of
the Registrant.
4.14 First Amendment, dated First Amendment, dated March 7,
March 7, 1994, to the 1994, to the Amended and
Amended and Restated Restated Revolving Credit
Revolving Credit Agreement dated January 21, 1992
Agreement. is incorporated by reference to
Exhibit 4(xiii) of the
December 31, 1993 Form 10-K of
the Registrant.
4.15 First Amendment to Four copies of the First
Revolving Note 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.
4.16 Note Purchase Note Purchase Agreement dated
Agreement August 1, 1994 between Dravo
Black River Limited Partnership
and the Prudential Insurance
Company of America is
incorporated by reference to the
August 18, 1994 Form 8-K of the
Registrant.
4.17 Amendment Agreement Amendment Agreement dated August
1, 1994 encompassing the Third
Amendment to the Override
Agreement dated January 21, 1992
and the Second Amendment to the
Amended and Restated Revolving
Credit Agreement dated January
21, 1992 is incorporated by
reference to the August 18, 1994
Form 8-K of the Registrant.
4.18 Amendment Agreement Amendment Agreement dated
January 3, 1995 encompassing the
Fourth Amendment to the Override
Agreement dated January 21, 1992
and the Third Amendment to the
Amended and Restated Revolving
Credit Agreement dated January
21, 1992 is incorporated by
reference to Exhibit 4 (xvii) of
the December 31, 1994 Form 10-K
of the Registrant.
5.01 Opinion of Buchanan Filed herewith.
Ingersoll Professional
Corporation as to the
legality of the
securities being
registered
23.01 Independent Filed herewith.
Accountants' Consent
23.02 Consent of Buchanan Contained in opinion filed as
Ingersoll Professional Exhibit 5.01 herewith.
Corporation
24.01 Power of Attorney Filed herewith.
_______________________________
* Set forth only on manually signed copy filed with the Securities
and Exchange Commission.
EXHIBIT NO. 5.01
Opinion of Buchanan Ingersoll Professional Corporation
March 12, 1996
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
30,000 shares of the Corporation's common stock (the "Common
Stock"), pursuant to the terms of the Dravo Corporation Non-
Employee Directors' Retainer Fee Plan (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
Exhibit 23.01
Independent Accountants' Consent
The Board of Directors
Dravo Corporation:
We consent to the use of our report incorporated herein by
reference. Our report refers to changes in the method of
accounting for postretirement benefits other than pensions and
income taxes prescribed by Statements of Financial Accounting
Standards Nos. 106 and 109, respectively, in 1993 and in the
method of accounting for post-employment benefits prescribed by
Statements of Financial Accounting Standards No. 112 in 1994.
Also, our report contains an explanatory paragraph that states a
lawsuit and certain claims and assertions have been brought
against the company for contract disputes and environmental
costs, the outcome of which presently cannot be determined.
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
March 11, 1996
EXHIBIT NO. 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Carl A.
Gilbert, 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 execute a Registration Statement on
Form S-8, including the prospectus and any and all exhibits
and other documents relating thereto, for registration under
the Securities Act of 1933, as amended, of 30,000 shares of
Common Stock of the par value of $1.00 per share of Dravo
Corporation, to be delivered under the Dravo Corporation Non-
Employee Directors' Retainer Fee Plan, and from time to time
to execute any and all amendments (including post-effective
amendments) to such Registration Statement, and to file the
same, with all exhibits thereto, and 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 he 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.
Name: /s/ Arthur E. Byrnes Date: January 25, 1996
Arthur E. Byrnes
EXHIBIT NO. 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Carl A.
Gilbert, 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 execute a Registration Statement on
Form S-8, including the prospectus and any and all exhibits
and other documents relating thereto, for registration under
the Securities Act of 1933, as amended, of 30,000 shares of
Common Stock of the par value of $1.00 per share of Dravo
Corporation, to be delivered under the Dravo Corporation Non-
Employee Directors' Retainer Fee Plan, and from time to time
to execute any and all amendments (including post-effective
amendments) to such Registration Statement, and to file the
same, with all exhibits thereto, and 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 he 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.
Name: /s/ James C. Huntington, Jr. Date: January 25, 1996
James C. Huntington, Jr.
EXHIBIT NO. 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Carl A.
Gilbert, 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 execute a Registration Statement on
Form S-8, including the prospectus and any and all exhibits
and other documents relating thereto, for registration under
the Securities Act of 1933, as amended, of 30,000 shares of
Common Stock of the par value of $1.00 per share of Dravo
Corporation, to be delivered under the Dravo Corporation Non-
Employee Directors' Retainer Fee Plan, and from time to time
to execute any and all amendments (including post-effective
amendments) to such Registration Statement, and to file the
same, with all exhibits thereto, and 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 he 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.
Name: /s/ William E. Kassling Date: January 25, 1996
William E. Kassling
EXHIBIT NO. 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Carl A.
Gilbert, 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 execute a Registration Statement on
Form S-8, including the prospectus and any and all exhibits
and other documents relating thereto, for registration under
the Securities Act of 1933, as amended, of 30,000 shares of
Common Stock of the par value of $1.00 per share of Dravo
Corporation, to be delivered under the Dravo Corporation Non-
Employee Directors' Retainer Fee Plan, and from time to time
to execute any and all amendments (including post-effective
amendments) to such Registration Statement, and to file the
same, with all exhibits thereto, and 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 he 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.
Name: /s/ William G. Roth Date: January 25, 1996
William G. Roth
EXHIBIT NO. 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Carl A.
Gilbert, 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 execute a Registration Statement on
Form S-8, including the prospectus and any and all exhibits
and other documents relating thereto, for registration under
the Securities Act of 1933, as amended, of 30,000 shares of
Common Stock of the par value of $1.00 per share of Dravo
Corporation, to be delivered under the Dravo Corporation Non-
Employee Directors' Retainer Fee Plan, and from time to time
to execute any and all amendments (including post-effective
amendments) to such Registration Statement, and to file the
same, with all exhibits thereto, and 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 he 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.
Name: /s/ Konrad M. Weis Date: January 25, 1996
Konrad M. Weis
