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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 2)
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. 2 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 (the
"Offer"), and the related Letter of Transmittal. The purpose of this Amendment
No. 2 is to amend Item 8 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 15, 1998, the Company received from The Prudential Insurance
Company of America ("Prudential") a notice of conversion with respect to the
150,000 shares of Series D Cumulative Convertible, Exchangeable Preferred Stock
(the "Prudential Preferred Stock") of the Company. Prudential elected to
exercise its right to convert the Prudential Preferred Stock into 1,200,000
Shares. On October 19, 1998, the Company was notified that the tender of
Prudential's Shares was effected pursuant to the Offer.
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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 19, 1998 DRAVO CORPORATION
By: /s/ CARL A. GILBERT
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Carl A. Gilbert
President and Chief Executive Officer
