<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
DRAVO CORPORATION
(Name of Issuer)
Common Stock, Par Value $1.00
(Title of Class of Securities)
261471106
(CUSIP Number)
Stephen Zuppello, Managing Director
Deltec Asset Management Corporation
535 Madison Avenue, New York 10022
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 261471106
<TABLE>
<CAPTION>
<S> <S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deltec International S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Panama
7 SOLE VOTING POWER
226,800
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 732,400
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 226,800
WITH
10 SHARED DISPOSITIVE POWER
732,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
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<PAGE> 3
This Amendment No. 2 amends and restates the Statement on
Schedule 13D filed with the Securities and Exchange Commission on
September 10, 1993, as amended and supplemented by Amendment No. 1 thereto
filed on November 10, 1993.
Item 1. Security and Issuer
The class of equity securities to which this statement relates
is the Common Stock, par value $1.00 per share (the "Shares"), of Dravo
Corporation ("DRV") whose principal executive offices are located at 3600
One Oliver Plaza, Pittsburgh, Pennsylvania 15222-2682.
Item 2. Identity and Background
This statement is filed by Deltec International S.A. ("Deltec
International"), a Panamanian corporation. Deltec International is a
holding company which is engaged through various subsidiaries principally
in the provision of investment advisory and private banking services in the
Bahamas, the United States and the United Kingdom. Deltec International's
subsidiaries include The Deltec Banking Corporation Limited ("Deltec
Banking"), a Bahamian banking corporation which is engaged principally in
investment and merchant banking in the Bahamas, and Deltec Panamerica Trust
Company Limited ("Deltec Trust"), a Bahamian corporation which is engaged
principally in the personal and corporate
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trust business in the Bahamas. Accordingly, any securities beneficially
owned by Deltec Banking or Deltec Trust may be regarded, for purposes of
Section 13(d) of the Securities Exchange Act of 1934 (the "Act"), as being
beneficially owned by Deltec International.
Deltec Banking's subsidiaries include Depasa Corporation
("Depasa"), a New York corporation which is principally engaged in
commercial investment and merchant banking in the United States. Depasa's
subsidiaries include Deltec Asset Management Corporation ("Deltec Asset
Management"), a New York corporation which is registered as a broker-dealer
under the Act and as an investment adviser under the Investment Advisers
Act of 1940. Accordingly, any securities beneficially owned by Deltec
Asset Management may be regarded, for purposes of Section 13(d) of the Act,
as being beneficially owned by each of Depasa, Deltec Banking and Deltec
International.
The address of the principal business and offices of Deltec
International, Deltec Banking and Deltec Trust is Deltec House, Lyford Cay,
Nassau, Bahamas, and the address of the principal business and offices of
Depasa and Deltec Asset Management is 535 Madison Avenue, 26th Floor, New
York, New York 10022.
Kikis Fusco Asset Management Corporation ("KFAM"), whose
address is 535 Madison Avenue, 26th Floor, New York,
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New York 10022, is a registered investment adviser which manages a number
of investment advisory accounts that were formerly managed by Deltec Asset
Management. KFAM's offices are located within Deltec Asset Management's
offices and there is frequent contact between personnel of KFAM and
personnel of Deltec Asset Management. Because of the relationship between
Deltec Asset Management and KFAM, any securities beneficially owned by KFAM
may be regarded, for purposes of Section 13(d) of the Act, as being
beneficially owned by each of Depasa, Deltec Banking, Deltec Asset
Management and Deltec International.
Appendix I attached hereto sets forth, with respect to each
executive officer and director of Deltec International, Deltec Banking,
Deltec Trust, Depasa, Deltec Asset Management and KFAM, the following
information: (a) name, (b) residence or business address, (c) present
principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment
is conducted, and (d) citizenship. Except where otherwise indicated in
Appendix I or as indicated above, the principal business of each
organization listed in Appendix I is the provision of financial services.
During the five years preceding the filing of this statement,
except as otherwise described in Appendix I
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neither Deltec International, Deltec Banking, Deltec Trust, Depasa, Deltec
Asset Management, KFAM, nor, to the knowledge of Deltec International, any
of their respective executive officers or directors, has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it or
any such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, United States federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
General corporate funds of Deltec Banking were used to purchase
the 226,800 Shares which are owned beneficially by Deltec International
through Deltec Banking. Funds of customers of Deltec Trust for whom Deltec
Trust is authorized to exercise investment discretion were used to purchase
the Shares which are owned beneficially by Deltec International through
Deltec Trust. Funds of customers of Deltec Asset Management for whom
Deltec Asset Management is authorized to exercise investment discretion
were used to purchase the Shares which are owned beneficially by Deltec
International through Deltec Asset Management. Funds of customers of KFAM
for whom KFAM is authorized to exercise
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<PAGE> 7
investment discretion were used to purchase the Shares which are owned
beneficially by Deltec International through KFAM. The aggregate amount of
such funds expended by Deltec Banking and customers of Deltec Trust, Deltec
Asset Management and KFAM to purchase such Shares was $6,322,387. No
borrowed funds were used in connection with such purchases.
Item 4. Purpose of Transaction
The 959,200 Shares referred to in Item 5 were acquired by
Deltec Banking and by customers of Deltec Trust, Deltec Asset Management
and KFAM for investment. At the present time Deltec International has no
plans or proposals which relate to or would result in (a) the acquisition
by any person of additional securities of DRV, or the disposition of
securities of DRV, (b) an extraordinary corporate transaction, such as
merger, reorganization or liquidation, involving DRV or any of its
subsidiaries, (c) a sale or transfer of a material amount of assets of DRV
or any of its subsidiaries, (d) any change in the present board of
directors or management of DRV, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the
board, (e) any material change in the present capitalization or dividend
policy of DRV, (f) any other material change in DRV's business or corporate
structure, (g) changes in DRV's charter, bylaws or
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<PAGE> 8
instruments corresponding thereto or other actions which may impede the
acquisition of control of DRV by any person, (h) causing a class of
securities of DRV to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association, (i) a class of equity
securities of DRV becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of
those enumerated above.
Deltec International and/or its subsidiaries or KFAM may
purchase additional Shares of DRV, in the open market or otherwise, at any
time.
Item 5. Interest in Securities of the Issuer
As of the date of filing this statement, Deltec International
may be deemed to own beneficially 959,200 Shares, or approximately 6.5% of
the 14,703,546 Shares which DRV reported as outstanding at September 30,
1995.
Of the 959,200 Shares beneficially owned by Deltec
International, 226,800 Shares are owned beneficially by Deltec
International through Deltec Banking, 124,700 Shares are owned beneficially
by Deltec International through Deltec Trust on behalf of discretionary
customers of Deltec Trust, 19,500 Shares are owned beneficially by Deltec
International through Deltec Asset Management on behalf of discretionary
customers of Deltec Asset Management and
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<PAGE> 9
588,200 Shares are owned beneficially by Deltec International through KFAM
on behalf of discretionary customers of KFAM. Deltec Trust, Deltec Asset
Management and KFAM have the power to vote and dispose of the Shares they
hold for such discretionary customers, who may also be regarded as having
the power to vote and dispose of such Shares. However, Deltec
International disclaims beneficial ownership of such 732,400 Shares owned
beneficially through Deltec Trust, Deltec Asset Management and KFAM on
behalf of discretionary customers.
During the sixty days preceding the filing of this statement,
Deltec International purchased an additional 137,900 Shares in the open
market, as more particularly set forth in Appendix II. Of such Shares,
45,000 Shares were purchased for discretionary customers of Deltec Trust
and 92,900 Shares were purchased for discretionary customers of KFAM.
Item 6. Contracts, Arrangements, Understandings Or Relationships With
Respect To Securities Of The Issuer
Deltec International presently has no contracts, arrangements,
understandings or relationships with any person with respect to any
securities of DRV.
<PAGE>
<PAGE> 10
Item 7. Material to Be Filed as Exhibits
1. Power of Attorney, dated March 1, 1996, signed by the
President of Deltec International S.A. authorizing Stephen Zuppello to sign
statements on Schedule 13D and amendments thereto.
<PAGE>
<PAGE> 11
Signature
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 8, 1996 DELTEC INTERNATIONAL S.A.
By: /s/ Stephen Zuppello
Stephen Zuppello
Authorized Representative
<PAGE>
<PAGE> 12
APPENDIX I
DELTEC INTERNATIONAL S.A.
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
PRINCIPAL NAME AND
NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP
<S> <S> <S> <S>
Peter S. Darling Managing Director Mercury Asset Mgmt Group British
Chairman Mercury Asset Mgmt 33 King William Street
Group London, England 3C2R 9AS
Penelope Dauphinot Vice President of Deltec International S.A. Brazilian
Deputy Chairman; Deltec Inter- P. O. Box N-3229
Vice President national S.A. Nassau, Bahamas
Matthew F. Gibbons President of Deltec Deltec International S.A. British
President; Director; International S.A. P. O. Box N-3229
CEO Nassau, Bahamas
David P. McNaughtan Chairman Deltec Securities (U.K.)Ltd. British
Vice President Deltec Securities Brettenham House
(U.K.) Ltd. 5 Lancaster Place
London, WC2E 9EN
England
Gordon Bradshaw Vice President & The Deltec Banking Canadian
Treasurer Controller of Corporation Ltd.
The Deltec Banking P. O. Box N-3229
Corporation Ltd. Nassau, Bahamas
Stephanie E. Harding Secretary of The The Deltec Banking Bahamian
Secretary Deltec Banking Corporation Ltd.
Corporation Ltd. P. O. Box N-3229
Nassau, Bahamas
Arthur E. Byrnes Chairman of the Board Deltec Asset Mgmt. Corp. U.S.
Director Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Jean Chalopin Private investor c/o Deltec Int'l S.A. French
Director P. O. Box N-3229
Nassau, Bahamas
Maurice M. Dwek Private investor Soditic Finance F.A. British
Director 114 rue du Rhone
1204 Geneva
Switzerland
<PAGE>
<PAGE> 13
Albert H. Gordon Advisory director PaineWebber Inc. U.S.
Director PaineWebber Inc. 1285 Avenue of the Americas
New York, N.Y. 10019
John R. Gordon President & CEO Deltec Asset Mgmt. Corp. U.S.
Director Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Kiendl Gordon Homemaker c/o Deltec Asset Mgmt. Corp. U.S.
Director 535 Madison Avenue
New York, N.Y. 10022
Peter T. Kikis Private Investor c/o Deltec Asset Mgmt. Corp. U.S.
Director 535 Madison Avenue
New York, N.Y. 10022
John L. Loeb Private Investor Seagram Building U.S.
Director 375 Park Avenue, Suite 801
New York, N.Y. 10152
J. Mario Santo Domingo Presidente del Cervecerias Bavaria S.A. Colombian
Director Directorio (brewery)
Bavaria, S.A. Apartado Aereo 3538
Bogota, Colombia
Gustavo J. Vollmer, Jr. Industrialist Corpalmar Venezuelan
Director (sugar mill)
Edificio Banco Del Orinoco
Pisoq, Ave.FCO De Miranda
Sector La Floresta
Caracas, Venezuela
Gustavo J. Vollmer, Sr. Private investor Banco Mercantile C.A. Venezuelan
Director Apartado 789
Caracas 1010, Venezuela
</TABLE>
<PAGE>
<PAGE> 14
DELTEC PANAMERICA TRUST COMPANY LIMITED
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
PRINCIPAL NAME AND
NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP
<S> <S> <S> <S>
Matthew F. Gibbons President of Deltec Deltec International S.A. British
Chairman & Director International S.A. P. O. Box N-3229
Nassau, Bahamas
Jennifer E. Rahming Trust Officer of Deltec Panamerica Trust Bahamian
Managing Director; Deltec Panamerica Company Limited
Asst. Vice President; Trust Company Ltd. P. O. Box N-3229
Director Nassau, Bahamas
Ella M. Thompson Secretary-Treasurer Deltec Panamerica Trust Bahamian
Secretary-Treasurer of Deltec Panamerica Company Limited
and Director Trust Company Ltd. P. O. Box N-3229
Nassau, Bahamas
Penelope Dauphinot Vice President of Deltec International S.A. Brazilian
Director Deltec Interna- P. O. Box N-3229
tional S.A Nassau, Bahamas
Antonio Augusto de President Deltec Holdings Inc. Portuguese
Araujo Faria Guedes Deltec Holdings Inc. (real estate development)
Director and Rua Alcides Lourenco Da Rocha
Assistant Secretary 167-10 Andar
Sao Paulo, Brazil
CEP 04571
Andre J. Feldman Trust Services, Deltec Panamerica Trust Bahamian
Director; Managing Deltec Panamerica Company Limited
Director Trust Company Ltd. P.O. Box N-3229
Nassau, Bahamas
Roland P. Malimpensa Vice President Deltec Holdings Inc. Brazilian
Director Deltec Holdings Inc. (real estate development)
Rua Alcides Lourenco Da Rocha
167-10 Andar
Sao Paulo, Brazil
CEP 04571
Patricia N. Sandford Managing Director, Deltec Panamerica Trust U.S.
Director; Managing Deltec Panamerica Company Limited
Director Trust Company Ltd. P.O. Box N-3229
Nassau, Bahamas
</TABLE>
<PAGE>
<PAGE> 15
THE DELTEC BANKING CORPORATION LIMITED
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
PRINCIPAL NAME AND
NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP
<S> <S> <S> <S>
Matthew F. Gibbons President Deltec International S.A. British
Chairman; Director Deltec International S.A. P.O. Box N-3229
Nassau, Bahamas
Andre J. Feldman Chief Operating Officer The Deltec Banking Bahamian
Director; Vice The Deltec Banking Corporation Limited
President & COO Corporation Limited P.O. Box N-3229
Nassau, Bahamas
Jeffrey A. Williams Vice President of The Deltec Banking Bahamian
Vice President The Deltec Banking Corporation Limited
Corporation Limited P. O. Box N-3229
Nassau, Bahamas
Stephanie E. Harding Secretary & Treasurer The Deltec Banking Bahamian
Secretary & Treasurer of The Deltec Banking Corporation Ltd.
Corporation Limited P. O. Box N-3229
Nassau, Bahamas
Gordon Bradshaw Vice President & The Deltec Banking Canadian
Vice President, Controller of The Del- Corporation Ltd.
Controller & Director tec Banking Corp. Ltd. P. O. Box N-3229
Nassau, Bahamas
Antonio Augusto de President Deltec Holdings Inc. Portuguese
Araujo Faria Guedes Deltec Holdings Inc. (real estate development)
Vice President and Rua Alcides Lourenco Da Rocha
Director 167-10 Andar
Sao Paulo, Brazil
CEP 04571
Roland P. Malimpensa Vice President Deltec Holdings Inc. Brazilian
Director Deltec Holdings Inc. (real estate development)
Rua Alcides Lourenco Da Rocha
167-10 Andar
Sao Paulo, Brazil
CEP 04571
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<PAGE> 16
Patricia N. Sandford Managing Director of Deltec Panamerica Trust U.S.
Director; Managing The Deltec Banking Company Limited
Director Corporation Limited P.O. Box N-3229
Nassau, Bahamas
David P. McNaughtan Chairman Deltec Securities (U.K.) British
Director Deltec Securities Brettenham House
(U.K.) Ltd. 5 Lancaster Place
London, WC2E 9EN
England
Jennifer E. Rahming Trust Officer of The Deltec Banking Bahamian
Vice President The Deltec Banking Corporation Limited
Corporation Limited P.O. Box N-3229
Nassau, Bahamas
</TABLE>
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<PAGE> 17
DEPASA CORPORATION
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
PRINCIPAL NAME AND
NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP
<S> <S> <S> <S>
Arthur E. Byrnes Chairman of the Board Deltec Asset Mgmt. Corp. U.S.
Chairman, President Deltec Asset Mgmt. 535 Madison Avenue
& Director Corporation New York, N.Y. 10022
John A. Cento Senior Vice President Deltec Asset Mgmt. Corp. U.S.
Vice President, Deltec Asset Mgmt. 535 Madison Avenue
Treasurer & Director Corporation New York, N.Y. 10022
Harry Chang Vice President Depasa Corporation U.S.
Vice President Depasa Corporation 535 Madison Avenue
New York, N.Y. 10022
John R. Gordon President & CEO Deltec Asset Mgmt. Corp. U.S.
Director Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Elizabeth A. O'Reilly Secretary Deltec Asset Mgmt. Corp. U.S.
Secretary Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Stephen Zuppello CFO, COO & Managing Deltec Asset Mgmt. Corp. U.S.
Director Director 535 Madison Avenue
Deltec Asset Mgmt. New York, N.Y. 10022
Corporation
</TABLE>
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<PAGE> 18
DELTEC ASSET MANAGEMENT CORPORATION
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
PRINCIPAL NAME AND
NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP
<S> <S> <S> <S>
Arthur E. Byrnes Chairman of the Board Deltec Asset Mgmt. Corp. U.S.
Chairman of the Board Deltec Asset Mgmt. 535 Madison Avenue
& Director Corporation New York, N.Y. 10022
John R. Gordon President & CEO Deltec Asset Mgmt. Corp. U.S.
President, CEO Deltec Asset Mgmt. 535 Madison Avenue
& Director Corporation New York, N.Y. 10022
John A. Cento Senior Vice President Deltec Asset Mgmt. Corp. U.S.
Senior Vice Presi- Deltec Asset Mgmt. 535 Madison Avenue
dent, Treasurer Corporation New York, N.Y. 10022
& Director
Stephen Zuppello COO, CFO & Managing Deltec Asset Mgmt. Corp. U.S.
COO, CFO, Managing Director 535 Madison Avenue
Director & Director Deltec Asset Mgmt. New York, N.Y. 10022
Corporation
Stephen J. Albert Managing Director Deltec Asset Mgmt. Corp. U.S.
Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Reed L. Harman Managing Director Deltec Asset Mgmt. Corp. U.S.
Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Robin R. Keller Managing Director Deltec Asset Mgmt. Corp. U.S.
Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Nancy D. Pundyk Managing Director Deltec Asset Mgmt. Corp. U.S.
Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Denis T. Quinn Managing Director Deltec Asset Mgmt. Corp. U.S.
Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Alan L. Werlau Managing Director Deltec Asset Mgmt. Corp. U.S.
Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
<PAGE>
<PAGE> 19
Frank Codispoti Vice President Deltec Asset Mgmt. Corp. U.S.
Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Dana H. Harper Vice President Deltec Asset Mgmt. Corp. U.S.
Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Paul J. McCarthy Vice President Deltec Asset Mgmt. Corp. U.S.
Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Cricket B. Weaver Vice President Deltec Asset Mgmt. Corp. U.S.
Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
James T. White Vice President Deltec Asset Mgmt. Corp. U.S.
Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Elizabeth A. O'Reilly Secretary Deltec Asset Mgmt. Corp. U.S.
Secretary Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
James M. Colleary Assistant Secretary & Deltec Asset Mgmt. Corp. U.S.
Assistant Treasurer Assistant Treasurer 535 Madison Avenue
Assistant Secretary Deltec Asset Mgmt. New York, N.Y. 10022
Corporation
Wolfgang Traber Managing Director Hanseatic Corp. German
Director Hanseatic Corp. (investment company)
450 Park Avenue
New York, N.Y. 10022
</TABLE>
There have been two private actions against Deltec Asset
Management Corporation arising from the bankruptcy of Cascade
International, Inc.
In re Cascade International Securities Litigation, Case No. 91-
8652-Civ-Nesbitt, in the United States District Court for the Southern
District of Florida, West Palm Beach Division, was a class action brought
by Cascade shareholders alleging that Deltec Asset Management Corporation
violated federal and state laws in connection with sales of Cascade common
stock. Deltec Asset Management Corporation and the plaintiffs entered into
a Stipulation of Settlement on November 15, 1994 in which plaintiffs
agreed, subject to Court approval, to dismiss with prejudice all claims
against Deltec Asset Management Corporation and Deltec Asset Management
Corporation agreed to pay $731,277 into an escrow account pursuant to the
cease and desist order of the Securities and Exchange Commission referred
to below for distribution to qualified claimants and to pay $100,000 into a
second escrow account for
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<PAGE> 20
payment of plaintiffs' attorneys' fees. The Stipulation of Settlement was
submitted for Court approval on March 13, 1995. The Court entered the
order of preliminary approval on August 9, 1995. On December 7, 1995, the
Court entered the Order and Final Approval of Settlement and Final Judgment
approving the proposed settlement with class plaintiffs and dismissing the
action against Deltec Asset Management Corporation with prejudice.
Welt v. Deltec Asset Management Corporation, Case No. 93-8634
BKC-RAM, pending in the United States Bankruptcy Court for the Southern
District of Florida, is an adversary proceeding brought against Deltec
Asset Management Corporation by Cascade's trustee in bankruptcy alleging
claims under federal and state law for fraudulent transfer, conversion and
breach of contract with respect to Deltec Asset Management Corporation's
purchases of Cascade common stock and receipt of shares of common stock of
Conston Corporation pursuant to an option exercised by Cascade. Deltec
Asset Management Corporation filed a motion to dismiss the complaint for
failure to state a claim. On March 10, 1995, the Bankruptcy Court
dismissed the Trustee's claims of fraud, constructive fraudulent transfer
and preferential transfer, but denied Deltec Asset Management Corporation's
motion to dismiss claims of conversion and breach of contract for Deltec
Asset Management Corporation's purchases of Cascade stock. The Court
denied the Trustee's motion for reconsideration of its March 10, 1995
order, but allowed the Trustee to file an amended complaint which was
served upon Deltec Asset Management Corporation on or about September 13,
1995. Deltec Asset Management Corporation filed its answer to the amended
complaint on October 13, 1995 and moved for summary judgment against the
Trustee's remaining claims on February 29, 1996.
In an administrative proceeding entitled In the Matter of
Deltec Asset Management Corp. f/k/a Deltec Securities Corp., the Securities
and Exchange Commission entered an Order Instituting Public Administrative
Proceedings Pursuant to Section 8A of the Securities Act of 1933 against
Deltec Asset Management Corporation on November 8, 1994 and accepted Deltec
Asset Management Corporation's Offer of Settlement. The Order found that
Deltec Asset Management Corporation violated Sections 5(a) and 5(c) of the
Securities Act in that Deltec Asset Management Corporation sold 1,200,000
shares of common stock of Cascade International, Inc. when no registration
statement was filed or in effect and that no exemption from registration
was available. Deltec Asset Management Corporation was ordered to cease
and desist from committing or causing any future violation of Sections 5(a)
and 5(c) of the Securities Act and to pay $731,277, the amount of its
profits on the sales, into an escrow fund for distribution upon Court
approval to qualified claimants in the class action entitled In re Cascade
International Securities Litigation, No. 91-8652-Civ-Nesbitt (S.D. Fla.).
<PAGE>
<PAGE> 21
KIKIS FUSCO ASSET MANAGEMENT CORPORATION
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
PRINCIPAL NAME AND
NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP
<S> <S> <S> <S>
Thomas P. Kikis Director & Co-CEO Kikis Fusco Asset Mgmt. U.S.
Director Kikis Fusco Asset Corporation
Mgmt. Corporation 535 Madison Avenue
New York, N.Y. 10022
William J. Fusco Director & Co-CEO Kikis Fusco Asset Mgmt. U.S.
Director Kikis Fusco Asset Corporation
Mgmt. Corporation 535 Madison Avenue
New York, N.Y. 10022
Spiro Gillis Chief Financial Officer Kikis Fusco Asset Mgmt. U.S.
Kikis Fusco Asset Corporation
Mgmt. Corporation 535 Madison Avenue
New York, N.Y. 10022
</TABLE>
<PAGE>
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APPENDIX II
SCHEDULE OF PURCHASES OF SHARES
DURING THE PAST SIXTY DAYS
Date Number of Shares Price per share
1/17/96 10,000 11.375
1/18/96 5,000 11.50
1/19/96 10,000 11.50
1/22/96 20,000 11.375
1/23/96 1,000 11.25
1/24/96 90,900 11.375
1/24/96 1,000 11.405
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Exhibit 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Deltec International S.A.
hereby authorizes Stephen Zuppello, Managing Director of Deltec Asset
Management Corporation, to sign any and all statements on Schedule 13D and
amendments thereto to be filed by Deltec International S.A. with the
Securities and Exchange Commission relating to the Common Stock, par value
$1.00 per share, of Dravo Corporation.
Dated: March 8, 1996 DELTEC INTERNATIONAL S.A.
By /s/ Matthew F. Gibbons
Matthew F. Gibbons
President
