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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
Solicitation/Recommendation Statement
Pursuant to Section 14(d) (4) of the
Securities Exchange Act of 1934
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DRAVO CORPORATION
(Name of Subject Company)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
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261471 10 6
(CUSIP Number of Class of Securities)
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EARL J. BELLISARIO
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND SECRETARY
DRAVO CORPORATION
11 STANWIX STREET
PITTSBURGH, PENNSYLVANIA 15222
(412) 995-5500
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
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With a copy to:
Michael J. Flinn, Esq.
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, Pennsylvania 15219-1410
(412) 562-1027
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") by Dravo Corporation, a Pennsylvania corporation (the
"Company"), on September 21, 1998 (as heretofore amended, the "Schedule 14D-9"),
and relates to the tender offer made by DLC Acquisition Corp., a Pennsylvania
corporation ("Purchaser") and wholly owned subsidiary of Carmeuse Lime, Inc., a
Delaware corporation ("Carmeuse"), disclosed in a Tender Offer Statement on
Schedule 14D-1 filed with the Commission on September 21, 1998, as heretofore
amended, to purchase all of the outstanding shares of the Company's common
stock, par value $1.00 per share (the "Shares"), at a purchase price of $13.00
per Share, net to the seller in cash, on the terms and subject to the conditions
set forth in the Purchaser's Offer to Purchase, dated September 21, 1998, and
the related Letter of Transmittal. The purpose of this Amendment No. 1 is to
amend Items 8 and 9 of the Schedule 14D-9 as set forth below. Capitalized terms
used herein and not otherwise defined herein have the meanings ascribed to such
terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended by adding the following
paragraph thereto:
On October 5, 1998, the Company announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, had expired
without any request for additional information or documentary materials. A copy
of the press release issued by the Company announcing the expiration of the
waiting period is attached hereto as Exhibit 99.01 and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.01 Press release issued by Dravo Corporation, dated October 5,
1998, announcing that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended had expired.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 8, 1998 DRAVO CORPORATION
By: /s/ CARL A. GILBERT
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Carl A. Gilbert
President and Chief Executive Officer
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Exhibit 99.01
DRAVO News DRAVO CORPORATION
Contact: Richard E. Redlinger
11 Stanwix Street
Pittsburgh, PA 15222
412-995-5554
10/5/98
DRAVO CORPORATION HART-SCOTT-RODINO WAITING PERIOD EXPIRES
Pittsburgh, October 5 -- Dravo Corporation (NYSE:DRV) today announced that
the Hart-Scott-Rodino waiting period with respect to the outstanding tender
offer for shares of Dravo common stock and the proposed merger between Dravo
Corporation and Carmeuse Lime, Inc. had expired. Consummation of the offer is
subject to a number of other conditions, including the condition that at least
a majority of Dravo's outstanding common shares, on a fully-diluted basis, be
tendered into the offer, and the receipt of other regulatory approvals in
addition to the expiration of the Hart-Scott-Rodino waiting period.
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