<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MORRISON KNUDSEN CORPORATION
(formerly Washington Construction Group, Inc.)
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
61844A109
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(CUSIP Number)
William W. Chandler
CS First Boston, Inc.
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
(212) 909-3498
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
SEPTEMBER 14, 1996
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(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 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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CUSIP NO. 61844A109 PAGE 2 OF 15 PAGES
- ----------------------- SCHEDULE 13D ---------------------
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1 NAME OF REPORTING PERSON
CS First Boston, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-2853402
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,761,101
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,761,101
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,761,101
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 61844A109 PAGE 3 OF 15 PAGES
- ----------------------- SCHEDULE 13D ---------------------
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1 NAME OF REPORTING PERSON
CS First Boston Securities Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-2972600
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,761,701
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,761,701
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,761,701
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 61844A109 SCHEDULE 13D Page 4 of 15 Pages
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ITEM 1. SECURITY AND ISSUER
This schedule relates to the common stock, $0.01 par value (the
"Common Stock") of Morrison Knudsen Corporation, a Delaware corporation ("MKC").
The principal executive offices of MKC are located at Morrison Knudsen Plaza,
Boise, Idaho 83729.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by (a) CS First Boston
Securities Corporation, a Delaware corporation ("CSFBSC"), as the beneficial
owner of 3,761,701 shares of Common Stock and (b) CS First Boston, Inc., a
Delaware corporation ("CSFBI"), which may be deemed the beneficial owner of
3,761,101 shares of Common Stock by virtue of its ownership of 100 percent of
the outstanding capital stock of CSFBSC and CS First Boston Corporation
("CSFBC"). CSFBSC and CSFBI are collectively referred to herein as the
"Reporting Persons."
CSFBSC is a dealer in commercial paper, other exempt securities and
derivative products such as interest rate swaps, and invests in certain other
assets. CSFBSC is also a holding company for various subsidiaries. CSFBI is a
holding company whose subsidiaries are principally engaged in the business of
investment banking and broker-dealer activities. All of the outstanding voting
common stock of CSFBI and approximately 69% of the outstanding non-voting common
stock of CSFBI are owned by CS Holding, a Swiss corporation having its
registered offices at Nuschelerstrasse 1, CH-8021 Zurich, Switzerland. The
principal business of CS Holding is acting as a holding company for a group of
companies in the financial services and energy business offering a comprehensive
range of products. Through its ownership of common stock of CSFBI, CS Holding,
for purposes of the federal securities laws, may be deemed to ultimately control
CSFBI. CS Holding, its executive officers and directors and its direct and
indirect subsidiaries, in addition to the Reporting Persons, may beneficially
own Common Stock and such ownership is not reported in this Statement. CS
Holding disclaims beneficial ownership of Common Stock beneficially owned by its
direct and indirect subsidiaries, including the Reporting Persons. CSFBI hereby
undertakes to amend this Statement, if necessary, to include the information
required by Items 3 through 6 of Schedule 13D with respect to any Common Stock
that may be beneficially owned by the executive officers or directors of CS
Holding.
(b) The principal business address of each of CSFBI and CSFBSC is
Park Avenue Plaza, 55 East 52nd Street, New York, New York 10055.
(c), (f) The name, citizenship, residence or business address and
present principal occupation or employment, and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, of each executive officer and director of CSFBI, CSFBSC and CS
Holding is set forth on Schedule I hereto, which Schedule is hereby incorporated
herein by reference in its entirety.
(d)-(e) Neither of the Reporting Persons and, to the knowledge of the
Reporting Persons, neither CS Holding nor any of the executive officers and
directors listed on Schedule I hereto, has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an order of the United States Bankruptcy Court for the
District of Delaware, dated August 26, 1996, the First Amended Plan of
Reorganization of Morrison Knudsen Corporation ("MKC") under Chapter 11 of the
Bankruptcy Code (the "Plan") was confirmed. Under the Plan, CSFBSC became
entitled to receive 3,834,101 shares of Common Stock (the "Aggregate Proceeds"),
comprised of 1,885,771 shares on account of debt owed by MKC and 1,948,330
shares on account of debt owed by American Passenger Rail Company, L.L.C., a
Delaware limited liability company ("APRC"), an affiliate of MKC (the "APRC
Proceeds"). The Aggregate Proceeds and the APRC Proceeds include 1,056,696
shares (the "Nomura Proceeds") which CSFBSC became entitled to receive under the
Plan on behalf of Nomura Holding America, Inc. ("Nomura") as a result of
purchases of debt owed by APRC made pursuant to an oral
<PAGE>
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CUSIP No. 61844A109 SCHEDULE 13D Page 5 of 15 Pages
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agreement entered into between CSFBSC and Nomura in June 1996 (the "Nomura
Agreement"). Under the Nomura Agreement, CSFBSC has agreed to irrevocably
transfer, assign and convey to Nomura specified percentages of the debt owed by
APRC and purchased by CSFBSC at various times, or the proceeds thereof (which
constitute the Nomura Proceeds), upon the payment to CSFBSC by Nomura of the
specified percentages of CSFBSC's actual cost of the related purchases, plus an
amount based on CSFBSC's cost of carry of such purchases from the dates of such
purchases.
ITEM 4. PURPOSE OF TRANSACTION
CSFBSC became entitled to receive 3,834,101 shares of Common Stock in
the manner described in Item 3 above. CSFBI may be deemed to have become
entitled to receive 3,834,101 shares of Common Stock through its 100 percent
ownership of the outstanding capital stock of CSFBSC in the manner described in
Item 3 above. Except as described below and in Items 3 and 5, the Reporting
Persons have no plans or proposals that would result in (1) the acquisition by
any person of additional securities of MKC or the disposition of securities of
MKC; (2) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation of MKC or any of its subsidiaries; (3) a sale or
transfer of a material amount of assets of MKC or any of its subsidiaries; (4)
any change in the present board of directors or management of MKC, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board of directors of MKC; (5) any material change in
the present capitalization or dividend policy of MKC; (6) any other material
change in the business or corporate structure of MKC; (7) changes in the
charter, by-laws or instruments corresponding thereto of MKC, or other actions
which may impede the acquisition of control of MKC by any person; (8) any class
of securities of MKC being delisted from a national securities exchange or
ceasing to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (9) any class of equity securities
of MKC becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); or (10) any action similar to any of those enumerated above. The
Reporting Persons, however, reserve the right to change their plans or
intentions at any time and to take any and all actions that they deem
appropriate to maximize the value of their investment including, among other
things, from time to time increasing or decreasing the number of shares of
Common Stock by acquiring additional shares, or by disposing of all or a portion
of the shares of Common Stock in open market or privately negotiated
transactions or otherwise, depending on existing market conditions and other
considerations discussed below. The Reporting Persons intend to review their
investment in MKC on a continuing basis and, depending upon the price and
availability of Common Stock, subsequent developments affecting MKC, the general
business and future prospects of MKC, other investment and business
opportunities available to the Reporting Persons, general stock market and
economic conditions, tax considerations and other factors considered relevant,
may decide at any time to increase or decrease the size of their investment in
MKC.
CSFBSC intends to transfer its shares of Common Stock to CSFBC in the
ordinary course of business. CSFBC engages in purchase and sale transactions in
the Common Stock in connection with program trading in baskets of securities
which include the Common Stock. CSFBC intends to continue to engage in such
transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the filing date, CSFBSC beneficially owned 3,761,701 shares
of Common Stock, which constitute 7.0% of the shares of Common Stock estimated
to be outstanding as of September 14, 1996. Following the consummation of the
Plan on September 14, 1996, CSFBSC became entitled to receive 3,834,101 shares
of Common Stock. On September 16, 1996, CSFBSC sold 72,400 shares of Common
Stock as a principal in an open-market transaction. The Nomura Proceeds, which
constitute 2.0% of the shares of Common Stock estimated to be outstanding as of
September 14, 1996, included in such total number of shares beneficially owned
by CSFBSC were acquired on behalf of Nomura under, and are subject to, the
Nomura Agreement, under which CSFBSC has agreed to irrevocably transfer, assign
and convey to Nomura the debt owed by APRC and acquired pursuant to the Nomura
Agreement (which debt represented specified percentages of the total debt owed
by APRC acquired by CSFBSC) upon payment by Nomura of the specified percentages
of CSFBSC's actual cost of the related purchases, plus an amount based on
CSFBSC's cost of carry of such purchases from the dates of such purchases. Upon
the receipt of payment under the terms of the Nomura Agreement, CSFBSC will
transfer, assign and convey the Nomura Proceeds to Nomura, and the Reporting
Persons will have no further arrangements with Nomura with respect to the Nomura
Proceeds or the securities of MKC.
<PAGE>
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CUSIP No. 61844A109 SCHEDULE 13D Page 6 of 15 Pages
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As of the filing date, CSFBC, the principal business of which is
investment banking and registered broker-dealer activities, had a net short
position of 600 shares of Common Stock in connection with program trading in
baskets of securities which include the Common Stock. CSFBI, through its 100
percent ownership of the outstanding capital stock of CSFBSC and CSFBC, may be
deemed to beneficially own 3,761,101 shares of Common Stock, which constitute
7.0% of the shares of Common Stock estimated to be outstanding as of September
14, 1996.
(b) CSFBSC, through its ownership of 3,761,701 shares of Common
Stock, and CSFBI, through its ownership of 100 percent of the outstanding
capital stock of CSFBSC, may be deemed to share the power to vote or direct the
vote and dispose or direct the disposition of 3,761,701 shares of Common Stock.
CSFBC and CSFBI, through its ownership of 100 percent of the outstanding capital
stock of CSFBC, may be deemed to share the power to vote or direct the vote and
dispose or direct the disposition of Common Stock held by CSFBC. As of the
filing date, CSFBC had a net short position of 600 shares of Common Stock.
(c) During the past 60 days, the Reporting Persons and/or their
subsidiaries have bought and sold the following shares of Common Stock at the
following prices, in each case in open-market transactions:
<TABLE>
<CAPTION>
Number of Shares
Date CS First Boston Entity Bought (B)/Sold (S) Price Per Share
---- ---------------------- ------------------- ---------------
<C> <S> <C> <C>
9/16/96 CSFBC 1,300(S) $ 9.06
9/16/96 CSFBSC 72,400(S) $10.67
9/18/96 CSFBC 1,300(B) $ 9.00
9/27/96 CSFBC 200(S) $ 9.00
10/10/96 CSFBC 400(S) $ 9.50
</TABLE>
The transactions by CSFBC were in connection with program trading in
baskets of securities which include the Common Stock. The transaction by CSFBSC
was as a principal.
Except as described above and in Items 3 and 5(a), neither of the
Reporting Persons has effected any transactions relating to the Common Stock
during the past sixty days. To the knowledge of the Reporting Persons, none of
the executive officers or directors of CSFBI or CSFBSC listed in Schedule I
hereto has effected any transaction relating to the Common Stock during the past
60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described in Items 3 and 5, the Reporting Persons do not
have any contract, arrangement, understanding or relationship with any other
person with respect to any security of MKC.
<PAGE>
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CUSIP No. 61844A109 SCHEDULE 13D Page 7 of 15 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
_________ _________
<S> <C>
1 First Amended Plan of Reorganization of Morrison Knudsen
Corporation, as confirmed by the United States Bankruptcy Court
for the District of Delaware, dated August 26, 1996 (filed as
Exhibit 2.1 to the Current Report on Form 10-Q of MKC dated June
30, 1996 and incorporated herein by reference thereto).
</TABLE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and correct.
Dated: October 30, 1996
CS FIRST BOSTON, INC.
By: /s/ Agnes F. Reicke
Name: Agnes F. Reicke
Title: Deputy General Counsel,
Director and Secretary
<PAGE>
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CUSIP No. 61844A109 SCHEDULE 13D Page 8 of 15 Pages
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SCHEDULE I
CERTAIN INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF CS FIRST BOSTON, INC.,
CS FIRST BOSTON SECURITIES CORPORATION AND CS HOLDING
Except where indicated, each of the persons named below is a citizen
of the United States of America. Unless otherwise indicated, for each person
whose principal employment is with CSFBI or CSFBSC, the principal business and
address of such person's employer is described under Item 2 above. Unless
otherwise indicated, for each person whose principal employment is with CSFBC or
CS First Boston Pacific, Inc. ("CSFBP"), the address of such person's employer
is Park Avenue Plaza, 55 East 52nd Street, New York, New York 10055. None of the
persons named in Parts A through C below is a record owner of any Common Stock.
Employment; Business Address;
and Principal Business of
Employer
Name -----------------------------
- ----------------
A. CS First Boston, Inc.
---------------------
Directors
- ---------
Rainer E. Gut Chairman of the Board
(Chairman) Credit Suisse
(Citizen of Switzerland) Paradeplatz 8
CH - 8001 Zurich,
Switzerland
(Swiss Bank)
John M. Hennessy CEO, Director and Chairman
of the Executive
Board of CSFBI
Aziz D. Syriani President
(Citizen of Canada) Olayan Investments Company
Establishment
The Olayan Group
206 Syngrou Avenue
Kallithea,
Athens, 17610
Greece
Robert G. Schwartz Director
Metropolitan Life Insurance
Company
200 Park Avenue, Suite 5700
New York, NY 10166
<PAGE>
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CUSIP No. 61844A109 SCHEDULE 13D Page 9 of 15 Pages
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Hans-Ulrich Doerig Chief Executive Officer
Credit Suisse
Paradeplatz 8
CH - 8001 Zurich,
Switzerland
Dr. Hugo von der Crone Retired
(Citizen of Switzerland) c/o Credit Suisse
Filiale Werdmuehleplatz
Uranianstrasse 4
CH - 8001 Zurich,
Switzerland
Robert L. Genillard Chairman of the Board
(Citizen of Switzerland) Clariden Bank
One Quai du Mont-Blanc
1211 Geneva, Switzerland
Phillip M. Colebatch Chief Financial and Administrative Officer
(Citizen of Australia) CS Holding
Nuschelerstrasse 1
CH - 8021 Zurich,
Switzerland
Frank G. Zarb Chairman, Chief Executive
Officer and President
Alexander & Alexander
Services Inc.
1185 Avenue of the Americas
New York, NY 10036
Executive Board
- ---------------
John M. Hennessy CEO, Director and Chairman
(Chairman) of the Executive Board, of
CSFBI
Allen D. Wheat President, Chief Operating
Officer, of CSFBI
Brady W. Dougan Managing Director-Equities,
of CSFBC
Marc Hotimsky Managing Director-Fixed
Income and Foreign Exchange,
of CSFBC
David C. Mulford Vice Chairman, Investment
Banking, of CSFBI
<PAGE>
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CUSIP No. 61844A109 SCHEDULE 13D Page 10 of 15 Pages
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Richard E. Thornburgh Chief Financial and
Administrative Officer, of
CSFBI
Charles G. Ward, III Managing Director-Investment
Banking, of CSFBC
Operating Committee
- -------------------
Allen D. Wheat President, Chief Operating
(Chairman) Officer and Chairman of
the Operating Committee,
of CSFBI
Brady W. Dougan Managing Director-Equities,
of CSFBC
Christopher A. Goekjian Managing Director of CSFBC
1 Cabot Square
London, England
E14, 4QJ
Charles G. Ward III Managing Director-Investment
Banking, of CSFBC
Christopher Carter Managing Director-Equities,
of CSFBC 1 Cabot Square
London, England
E14, 4QJ
Brian D. Finn Managing Director-Mergers
and Acquisitions, of CSFBC
Craig Foster Managing Director-Fixed
Income, of CSFBC
John S. Harrison Managing Director, of CSFBC
Marc Hotimsky Managing Director-Fixed
Income and Foreign Exchange,
of CSFBC
Ian Molson Managing Director, of CSFBC
Mark R. Patterson Managing Director-Leveraged
Finance, of CSFBC
Stephen Stonefield Managing Director, of CSFBP
Richard E. Thornburgh Chief Financial and
Administrative Officer, of
CSFBI
<PAGE>
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CUSIP NO. 61844A109 SCHEDULE 13D PAGE 11 OF 15 PAGES
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Executive Officers
- ------------------
John M. Hennessy CEO, Director and Chairman
(CEO) of the Executive Board, of CSFBI
Allen D. Wheat President, Chief Operating
(President and Chief Officer and Chairman of
Operating Officer) the Operating Committee, of CSFBI
David C. Mulford Vice Chairman, Investment
(Vice Chairman, Banking, of CSFBI
Investment Banking)
Charles G. Ward, III Managing Director,
(Managing Director, Investment Banking, of CSFBC
Investment Banking)
Richard E. Thornburgh Chief Administrative and
(Chief Administrative and Financial Officer, of CSFBI
Financial Officer)
Anthony J. Cetta Managing Director-Senior
(Managing Director-Senior Advisor and Tax Director, of
Advisor and Director of Taxes) CSFBI
William P. Bowden, Jr. Managing Director and
(Managing Director and General Counsel,
General Counsel) of CSFBI
Maynard J. Toll, Jr. Managing Director-Senior
(Managing Director- Advisor and Communications
Senior Advisor and Officer, of CSFBI
Communications Officer)
Carlos Onis Managing Director and
(Managing Director and Controller) Controller, of CSFBI
Lewis H. Wirshba Managing Director and
(Managing Director and Treasurer) Treasurer, of CSFBI
Agnes F. Reicke Deputy General Counsel,
(Deputy General Counsel, Director and Secretary, of
Director and Secretary) CSFBI
(Citizen of Switzerland)
Lori M. Russo Vice President and Assistant
(Vice President and Secretary, of CSFBI
Assistant Secretary)
<PAGE>
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CUSIP No. 61844A109 SCHEDULE 13D Page 12 of 15 Pages
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B. CS First Boston Securities Corporation
--------------------------------------
Directors
- ---------
John M. Hennessy CEO, Director and Chairman
(President and Chairman) of the Executive Board, of
CSFBI
Richard E. Thornburgh Chief Administrative and
(Vice President) Financial Officer, of CSFBI
Officers
- --------
John M. Hennessy CEO, Director and Chairman
(President and Chairman) of the Executive Board, of
CSFBI
Agnes F. Reicke Deputy General Counsel,
(Vice President and Director and Secretary, of
Secretary) CSFBI
(Citizen of Switzerland)
Richard E. Thornburgh Chief Administrative and
(Vice President) Financial Officer, of CSFBI
Benjamin H. Cohen Managing Director, of CSFBI
(Vice President)
Lewis H. Wirshba Managing Director and
(Treasurer) Treasurer, of CSFBI
Carlos Onis Managing Director and
(Vice President and Controller) Controller, of CSFBI
Anthony J. Cetta Managing Director-Senior
(Vice President and Advisor and Tax Director, of
Director of Taxes) CSFBI
C. CS Holding
----------
Directors
- ---------
Rainer E. Gut Chairman of the Board
(Chairman) Credit Suisse
(Citizen of Switzerland) Paradeplatz 8,
CH - 8021 Zurich,
Switzerland
(Swiss Bank)
<PAGE>
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CUSIP No. 61844A109 SCHEDULE 13D Page 13 of 15 Pages
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Helmut O. Maucher Chairman of the Board and
(Citizen of Germany) CEO
Nestle Ltd.
1800 Vevey, Switzerland
Dr. Ulrich Albers Partner
(Citizen of Switzerland) Albers & Co.
CH - 8022 Zurich,
Switzerland
(Textile products)
Dr. Thomas W. Bechtler Vice Chairman and CEO
(Citizen of Switzerland) Hesta AG
P.O. Box 1910
CH-5700 Kusnacht
Switzerland
Ulrich Bremi Chairman
(Citizen of Switzerland) Swiss Reinsurance Company
Mythenqual 50/60
CH - 8022 Zurich,
Switzerland
Jean-Daniel Cornaz Chairman of the Board and
(Citizen of Switzerland) CEO
Vetropack Holding Ltd.
CH - 8180 Bulach,
Switzerland
(Glass, packaging industry)
Giafranco Cotti Chairman of the Board
(Citizen of Switzerland) Swiss Volksbank
Weltpostsrasse 5
CH - 3015 Berne, Switzerland
Arthur Dunkel Boulevard du Theatre 6-4
(Citizen of Switzerland) CH - 1204 Geneva,
Switzerland
Robert L. Genillard Chairman of the Board
(Citizen of Switzerland) Clariden Bank
One Quai du Mont-Blanc
CH - 1211 Geneva,
Switzerland
Dr. Adolf Gugler Chairman of the Board
(Citizen of Switzerland) Swiss Volksbank
Weltpoststrasse 5
CH - 3015 Berne,
Switzerland
<PAGE>
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CUSIP No. 61844A109 SCHEDULE 13D Page 14 of 15 Pages
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Heini Lippuner President and Chief
(Citizen of Switzerland) Operating Officer
Ciba-Geigy Ltd.
CH - 4002 Basle, Switzerland
Otto Loepfe CEO
(Citizen of Switzerland) Swissair Group
8058 Zurich-Airport,
Switzerland
Erich Mueller Member of the Executive
(Citizen of Switzerland) Board
Sulzer Brothers Ltd.
8401 Winterthur, Switzerland
(Machinery)
Thomas Schmidheiny Chairman of the Board
(Citizen of Switzerland) Holderbank Financiere Glarus
Ltd.
Zurcherstrasse 170
CH - 8645 Jona, Switzerland
Ernst Schneider Chairman of the Board
(Citizen of Switzerland) Bank Leu, Ltd.
Baerenstrasse 8
CH - 6304 Zug, Switzerland
Vreni Spoerry National Councillor
(Citizen of Switzerland) Claridenstrasse 3
CH - 8810 Horgen,
Switzerland
Theodor M. Tschopp President
(Citizen of Switzerland) Alusuisse-Lonza Holding Ltd.
Feldeggstrasse 4
CH - 8034 Zurich,
Switzerland
Executive Officers
- ------------------
Rainer E. Gut Chairman of the Board
(President and Chairman Credit Suisse
of the Board) Paradeplatz 8
(Citizen of Switzerland) CH - 8021 Zurich,
Switzerland
(Swiss Bank)
Oskar K. Ronner President and CEO
(Member of the Executive Electrowatt Ltd.
Board) Bellerivestrasse 36
(Citizen of Switzerland) CH - 8022 Zurich,
Switzerland
<PAGE>
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CUSIP No. 61844A109 SCHEDULE 13 D Page 15 of 15 Pages
- ------------------- ----------------------
Allen D. Wheat President, Chief Operating
(Member of the Executive Board) Officer and Chairman of the
Operating Committee, of
CSFBI
Phillip M. Colebatch Chief Financial and
Member of the Executive Board Administrative Officer
(Citizen of Australia) CS Holding
Nuschelerstrasse 1
CH - 8021 Zurich,
Switzerland
