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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
MORRISON KNUDSEN CORPORATION
(FORMERLY WASHINGTON CONSTRUCTION GROUP, INC.)
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
61844A109
(CUSIP Number)
William W. Chandler
CS First Boston, Inc.
Eleven Madison Avenue
New York, NY 10010
(212) 325-3498
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
March 31, 1999
(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.)
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SCHEDULE 13D
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CUSIP NO. 61844A109 PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 Credit Suisse First Boston, on behalf of the Credit Suisse First Boston
business unit S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-2853402
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Switzerland
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SOLE VOTING POWER
7
NUMBER OF
1,349,432
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,349,432
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,349,432
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.5%
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TYPE OF REPORTING PERSON
14
BK, HC, CO
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CUSIP No. 6184A109 Schedule 13D Page 3 of 7 Pages
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AMENDMENT NO. 2 TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 to the Schedule 13D filed by Credit Suisse First
Boston (the "Bank"), a Swiss bank, on behalf of itself and certain of its
consolidated subsidiaries, including Credit Suisse First Boston Securities
Corporation ("CSFBSC") and Credit Suisse First Boston, Inc. ("CSFBI"), as
amended on November 1, 1996 (the "Schedule 13D"), relates to the common stock,
$0.01 par value (the "Common Stock") of Morrison Knudsen Corporation, a Delaware
corporation ("MKC"). Capitalized terms used herein without definition shall have
the meanings set forth in the Schedule 13D.
This Amendment No. 2 reflects certain organizational changes with
respect to the Bank and its consolidated subsidiaries, including CSFBSC and
CSFBI and the transfer in the ordinary course of business by Credit Suisse First
Boston Corporation, a Massachusetts corporation ("CSFBC") to J.H. Whitney Market
Value Fund, L.P., of the beneficial ownership of 1,325,153 of Common Stock (the
"CSFBC Holdings").
Unless this Amendment No. 2 otherwise indicates that an Item or a
portion thereof is restated, the following amendments represent additions to the
information previously reported.
ITEM 2. IDENTITY AND BACKGROUND
(a-c,f) This Amendment No. 2 to Schedule 13D is being filed by Credit
Suisse First Boston (the "Bank"), a Swiss bank, on behalf of itself and its
consolidated subsidiaries, to the extent that they constitute part of the Credit
Suisse First Boston business unit (the "CSFB business unit" or the "Reporting
Person"). The CSFB business unit is engaged in the corporate and investment
banking, trading (equity, fixed income and foreign exchange), private equity
investment and derivatives businesses on a worldwide basis. The Bank's
registered head office is located and Uetlibergstrasse 231, P.O. Box 900, CH-
8045 Zurich, Switzerland. The Bank and its consolidated subsidiaries engage in
other separately managed activities, most of which constitute the independently
operated Credit Suisse Asset Management business unit; the Credit Suisse Asset
Management business unit provides asset management and investment advisory
services to institutional investors worldwide.
Credit Suisse First Boston Corporation ("CSFBC"), a Massachusetts
corporation, a broker-dealer registered under Section 15 of the Securities
Exchange Act of 1934 (as amended, the "34 Act") and an indirect majority owned
subsidiary of the Bank, directly beneficially owns the securities reported
herein. The principal business office of CSFBC is 11 Madison Avenue, New York,
New York 10010. CSFBC is a wholly owned subsidiary of Credit Suisse First
Boston, Inc. ("CSFBI"), a Delaware corporation. The Bank owns a majority of the
voting stock of CSFBI. The ultimate parent company of the Bank and CSFBI, and
the owner of the remainder of the voting stock of CSFBI, is Credit Suisse Group
("CSG"), a corporation formed under the laws of Switzerland. The principal
business of CSG is acting as a holding company for a global financial services
group with five distinct specialized business units that are independently
operated. In addition to the two business units referred to above, CSG and its
consolidated subsidiaries (other than the Bank and its subsidiaries) are
comprised of (a) the Credit Suisse Private Banking business unit that engages in
global private banking business, (b) the Credit Suisse business unit that
engages in the Swiss domestic banking business and (c) the Winterthur business
unit that engages in the global insurance business. CSG's business address is:
Paradeplatz 8, Post Fach 1, CH-8070, Zurich, Switzerland.
CSG, for purposes of certain federal securities laws, may be deemed
ultimately to control the Bank and the CSFB business unit. CSG, its executive
officers and directors, and its direct and indirect subsidiaries (including all
of the business units except the CSFB business unit), may beneficially own
shares of Common Stock,
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and such shares are not reported in this statement on Schedule 13D. Due to the
separate management and independent operation of its business units, CSG
disclaims beneficial ownership of shares of Common Stock beneficially owned by
its direct and indirect subsidiaries, including the Reporting Person. The
Reporting Person disclaims beneficial ownership of shares of Common Stock
beneficially owned by CSG and any of CSG's and the Bank's other business units.
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 CSFB business unit and of CSFBC, are
set forth on Schedule I and Schedule II, respectively, each of which is
incorporated herein by reference.
(d-e) None of the Reporting Person, the Bank, CSFBC or any of the
executive officers or directors of such persons listed on Schedules I or II
during the last five years (a) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) has 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, U.S. Federal or State securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and supplemented as follows:
On March 31, 1999, in the ordinary course of business, CSFBC sold to
J.H. Whitney Market Value Fund, L.P. beneficial ownership of 1,325,153 shares of
Common Stock, constituting a portion of the CSFBC Holdings.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented as follows:
CSFBC sold beneficial ownership of 1,325,153 shares of Common Stock in
the manner described in Item 3 as amended and supplemented above. Except as
described below, the Reporting Person has 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; (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 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 Exchange Act; or (10) any action similar to any of
those enumerated above. The Reporting Person, however, reserves the right to
change its plans or intentions at any time and to take any and all actions that
it deems appropriate to maximize the value of its 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 Person intends to review its
investment in MKC on a continuing basis and, depending upon the price and
availability of Common Stock, subsequent developments affecting MKC, the general
business opportunities available to the Reporting Person, 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 its
investment in MKC.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) and Item 5 (b) are hereby amended, supplemented and restated as
follows:
(a) As of the filing date, CSFBC beneficially owned 2,796,985 shares
of Common Stock, which constitute 5.2% of the shares of Common Stock outstanding
as reported in MKC's most recent current report containing such information. As
of March 31, 1999, after giving effect to CSFBC's sale of 1,325,153 shares to
J.H. Whitney Market Value Fund, L.P., CSFBC owned 1,349,432 shares of Common
Stock, which constitute approximately 2.5% of the shares of Common Stock
outstanding as reported in MKC's most recent current report containing such
information.
(b) The Reporting Person has the sole power to vote, or to direct the
vote of, 1,349,432 shares of Common Stock and the sole power to dispose of, or
to direct the disposition of, 1,349,432 shares of Common Stock.
Item 5(c) is hereby amended and supplemented as follows:
(c) On March 31, 1999, CSFBC sold beneficial ownership of 1,325,153
shares of Common Stock to J.H. Whitney Market Value Fund, L.P. for an aggregate
purchase price of $13,499,996.19.
Other than the transactions described above, since the filing of the
Schedule 13D, the Reporting Person and/or its subsidiaries have bought and/or
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
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<S> <C> <C> <C>
10/29/96 CSFBC 200 (S) $ 8.62
3/3/97 CSFBC 200 (S) $10.00
6/27/97 CSFBC 1,000 (B) $13.12
5/1/98 CSFBC 222 (S) $11.93
9/18/98 CSFBC 9,800 (B) $10.21
10/21/98 CSFBC 4,200 (S) $ 9.50
10/22/98 CSFBC 10,000 (S) $ 9.71
10/23/98 CSFBC 25,400 (S) $ 9.81
10/27/98 CSFBC 10,000 (S) $ 9.90
10/28/98 CSFBC 20,000 (S) $10.02
10/29/98 CSFBC 15,900 (S) $ 9.94
10/30/98 CSFBC 10,000 (S) $ 9.91
11/04/98 CSFBC 10,900 (S) $10.60
11/04/98 CSFBC 10,900 (S) $10.60
1/4/99 CSFBC 24,600 (S) $10.69
2/3/99 CSFBC 1,000 (S) $10.69
2/4/99 CSFBC 1,000 (S) $10.68
4/5/99 CSFBC 400 (B) $10.31
4/27/99 CSFBC 7,400 (B) $10.70
</TABLE>
The transaction by CSFBC was in connection with program trading in
baskets of securities which include the Common Stock.
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Except as described above, the Reporting Person has not effected any
transactions relating to the Common Stock during the past sixty days. To the
knowledge of the Reporting Person, none of the executive officers or directors
of CSFBI, CSFBSC or CSFBC listed in Schedule I or Schedule II hereto has
effected any transaction relating to the Common Stock since the filing of the
Schedule 13D.
Item 5 (e) is hereby amended, supplemented and restated as follows:
(e) The Reporting Person ceased to be a beneficial owner of more
than five percent of the Common Stock on March 31, 1999.
ITEM 6 is hereby amended and supplemented as follows:
Except as described in Item 6 of the Schedule 13D and Item 5 (c) as
amended and supplemented in Amendment No. 1 and this Amendment No. 2, neither
the Reporting Person nor CSFBC has any contract, arrangement, understanding or
relationship with any other person with respect to any security of MKC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is not applicable.
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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 Amendment is true, complete and
correct.
Dated: May 17, 1999
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ William W. Chandler
Name: William W. Chandler
Title: Director
