<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): FEBRUARY 10, 1994
-------------------
MORRISON KNUDSEN CORPORATION
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
- -------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
I-8889 82-0393735
- ------------------------- ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
MORRISON KNUDSEN PLAZA, BOISE, IDAHO 83729
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(208) 386-5000
- -------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
<PAGE>
ITEM 5. OTHER MATERIAL IMPORTANT EVENTS.
- -----------------------------------------
On February 10, 1994, the Company announced the formation of a new
corporation to focus on design-build infrastructure and transportation
projects in the public and private sectors, both domestically and
internationally, in a press release which is attached hereto as Exhibit 1.
On February 11, 1994, the Company announced the formation of the Office
of the Chairman, in a press release which is attached hereto as Exhibit 2.
On February 16, 1994, the Company announced the election of Mark E.
Howland to the office of Vice President and Controller of the Company, in a
press release which is attached hereto as Exhibit 3.
On February 18, 1994, the Company announced the relocation of its
Boise-based Mining Group headquarters to San Antonio, Texas, in a press
release which is attached hereto as Exhibit 4.
On February 24, 1994, the Company announced the public offering of the
common stock of its wholly owned subsidiary, MK Rail Corporation, in a press
release which is attached hereto as Exhibit 5.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MORRISON KNUDSEN CORPORATION
----------------------------
(Registrant)
February 25, 1994 By: /s/ Stephen G. Hanks
-------------------------------
Stephen G. Hanks
Executive Vice President
Administration and Finance
FORM 8-K - Page 2
<PAGE>
EXHIBIT 1
MORRISON KNUDSEN CORPORATION
Morrison Knudsen Plaza/P. O. Box 73 NEWS RELEASE
Boise, Idaho 83729
Telex: 368439/Phone: (208) 386-5387 For Further Information Contact:
Fax: (208) 386-5065 Corporate Communications
- -------------------------------------------------------------------------------
FOR RELEASE: February 10, 1994
MORRISON KNUDSEN CORPORATION ANNOUNCES FORMATION OF
INFRASTRUCTURE CORPORATION
BOISE -- William J. Agee, chairman and chief executive officer of
Morrison Knudsen Corporation, announced today the formation of a new
corporation within the company to focus on the emerging market for
design-build infrastructure and transportation projects in the public and
private sectors, both domestically and internationally. The new organization
will consolidate MK's capabilities in project finance and development, civil
construction and transportation design-engineering and program management.
"By providing greater focus for the proven capabilities and expertise of
the company in this fast expanding market, MK will enhance its position as one
of the country's preeminent developers of infrastructure and transportation
projects," Agee commented.
The new corporation will be headed by senior MK executives who bring
together the company's extensive experience in the identification, financial
packaging, design, construction and operation of large infrastructure
projects. "The formation of this corporation and the assignment of four of
the company's key executives to it, underscores MK's dedication to this
emerging market and its commitment to be a leader in the infrastructure and
transportation markets worldwide," Agee added.
"The recent award of the $650-million contract for the design,
construction and operation of the Prince Edward Island Bridge in Canada
highlighted the necessity to form this corporation and coordinate all of MK's
activities in this market in one organization," Agee said. He added that,
"The corporation also will be responsible for the completion of the
$300-million design-build-and-operate toll-road project for the E-470
Authority in Denver, Colorado, and for the $300-million design-and-construct
contract for the electrification of the Amtrak's Northeast Corridor."
FORM 8-K - EXHIBIT 1
<PAGE>
The new Infrastructure Corporation will be headed by Stephen R. Grant,
Edmund J. Gorman, Jack C. Granger and David S. Gedney. Grant will serve as
Chief Executive Officer of the corporation and will report to Agee, who will
serve as Chairman. Gorman will head up its Project Development and Finance
activities. Granger will be responsible for all of the corporation's
construction activities and Gedney will lead its transportation design and
development efforts.
Previously, Grant had served as General Counsel and most recently as
Senior Vice President responsible for MK's operations in Australia and South
East Asia. Gorman has been with MK for 16 years, serving the last four as its
Chief Financial Officer. Granger is a 28-year veteran of MK's Heavy Civil
Construction group and has been its President since 1992. Gedney joined the
company's Transportation and Water Resources Group after a distinguished
career with DeLeuw Cather and has served as President of the group since
mid-1992.
Morrison Knudsen Corporation (MRN-NYSE) serves the world's construction,
transportation, environmental, industrial, and power markets as an engineer,
contractor and manufacturer, offering complete development, operations and
financial services.
FORM 8-K - EXHIBIT 1
# # # #
<PAGE>
EXHIBIT 2
MORRISON KNUDSEN CORPORATION
Morrison Knudsen Plaza/P. O. Box 73 NEWS RELEASE
Boise, Idaho 83729
Telex: 368439/Phone: (208) 386-5387 For Further Information Contact:
Fax: (208) 386-5065 Corporate Communications
- -------------------------------------------------------------------------------
FOR RELEASE: February 11, 1994
MORRISON KNUDSEN FORMS `OFFICE OF THE CHAIRMAN'
NAMES FOUR EXECUTIVES TO TOP POST
BOISE -- Morrison Knudsen Corporation announced today that it has formed
an Office of the Chairman to be comprised of MK's Chairman and Chief Executive
Officer, William J. Agee, and four senior executives. The newly formed office
will enhance communication and coordination as the company continues to
decentralize and will provide strategic direction for the company and its four
major subsidiaries and affiliates, MK Gold, MK Rail, MK Infrastructure, and MK
Transit.
In addition to Agee, Gunnar E. Sarsten, 57, Thomas H. Zarges, 45,
Stephen G. Hanks, 43, and Robert A. Tinstman, 47, will serve as members of
the office.
"Morrison Knudsen's success in the global market is due in large part to
the teamwork and cohesion of its top management," said Agee. "The proven
records, business skills, and judgement of these key executives make them
superb choices to help guide MK to new heights."
Agee also announced that effective March 1, 1994, Gunnar E. Sarsten,
currently MK's President and Chief Operating Officer, will be appointed to the
position of Chairman and Chief Executive Officer of MK International. On that
date, Agee, in addition to serving as MK's Chairman and CEO, will reassume the
title of President. Sarsten, an energy and power industry leader, has
committed to focus on the development of international energy and power
mega-projects, a rapidly expanding market matching MK's international skills
and presence. Sarsten will complete his term as a member of MK's Board of
Directors on May 12, 1994, and continue as Director of six prominent power
and energy related entities.
FORM 8-K - EXHIBIT 2
<PAGE>
Before joining MK in 1990, Sarsten served 29 years with United Engineers
& Constructors International, Inc. of Philadelphia, Pennsylvania, the last six
years as its President and Chief Executive Officer.
Thomas H. Zarges will become President of MK's Cleveland-based
Engineering and Construction Group which serves the industrial process,
environmental, power, energy, and operations and maintenance markets. A
graduate of the Virginia Military Institute, Zarges holds a civil engineering
degree and served as Vice President of corporate business development for
United Engineers and Constructors before joining MK in 1991.
Hanks was recently promoted to Executive Vice President - Finance and
Administration, a position he will continue to hold. A 16-year veteran of
MK, he earned a degree in accounting from Brigham Young University in 1974, a
Master's of Business Administration from the University of Utah in 1975, and a
law degree from the University of Idaho in 1978. He is a member of the
American Bar Association and the American Institute of Certified Public
Accountants. Hanks has served as MK's Secretary and General Counsel since
1992.
Tinstman, President of MK's Mining Group since 1988, has 23 years of
experience in the engineering and construction industry. He graduated from
the University of Wisconsin in 1968 with a degree in Mining Engineering and
oversees a group of more than 1000 employees which produces nearly 30 million
tons of coal annually. Tinstman formerly had management responsibilites for
MK's rail operations in Australia and served as President of San
Francisco-based Morrison Knudsen Engineers, Inc.
Morrison Knudsen Corporation (MRN-NYSE) serves the world's construction,
transportation, environmental, industrial and power markets as an engineer,
contractor, and manufacturer, offering complete development, operations and
financial services.
# # # # #
FORM 8-K - EXHIBIT 2
<PAGE>
EXHIBIT 3
MORRISON KNUDSEN CORPORATION
Morrison Knudsen Plaza/P. O. Box 73 NEWS RELEASE
Boise, Idaho 83729
Telex: 368439/Phone: (208) 386-5387 For Further Information Contact:
Fax: (208) 386-5065 Corporate Communications
- -------------------------------------------------------------------------------
FOR RELEASE:February 16, 1994
MK PROMOTES MARK E. HOWLAND TO VICE PRESIDENT
BOISE -- Morrison Knudsen Corporation announced today the promotion of
Mark E. Howland to vice president and controller with responsibility for the
financial reporting of all MK operations.
"Mark is an extremely valuable member of our financial team," said
William J. Agee, Morrison Knudsen chairman and chief executive officer. "This
promotion illustrates our faith in his abilities as a skilled accountant and a
highly competent manager."
Formerly MK's director of audit, Howland was named controller in
December. He reports directly to Stephen G. Hanks, MK executive vice
president - finance and administration.
Howland is a certified public accountant (CPA) with 11 years of
domestic and international public accounting experience. Before joining MK in
1992, he worked for Price Waterhouse. He earned a degree in accounting from
California State University at Los Angeles.
Howland and his wife, Cindy, have three children: Elisa, Michelle and
Katherine.
Morrison Knudsen Corporation (MRN-NYSE) serves the world's construction,
transportation, environmental, industrial and power markets as an engineer,
contractor and manufacturer, offering complete development, operations and
financial services.
# # #
FORM 8-K - EXHIBIT 3
<PAGE>
EXHIBIT 4
MORRISON KNUDSEN CORPORATION
Morrison Knudsen Plaza/P. O. Box 73 NEWS RELEASE
Boise, Idaho 83729
Telex: 368439/Phone: (208) 386-5387 For Further Information Contact:
Fax: (208) 386-5065 Corporate Communications
- -------------------------------------------------------------------------------
FOR RELEASE: FEBRUARY 18, 1994
MK'S MINING GROUP HEADQUARTERS TO MOVE
TO SAN ANTONIO
Boise -- Morrison Knudsen Corporation announced today that it will
relocate its Boise-based Mining Group headquarters to San Antonio, Texas in
the summer of 1994.
The company said the move will combine the engineering, administrative
and management skills provided through its Boise office with the earth science
and environmental expertise of its current San Antonio office. The planned
consolidation will place 88 percent of the Mining Group's domestic personnel
in one central location. The group currently has more than 100 salaried
employees in Texas at three locations. Nearly 40 are based in San Antonio as
part of MK Mining's Gulf Coast Engineering office.
"As management, marketing, engineering and administrative staffs move
closer to field operations, direct communication will be enhanced and the
operational mines will be better served," said Robert A. Tinstman, President
of MK's Mining Group. "We look forward to the move which will further
strengthen our competitiveness in a changing marketplace," he added.
More than 65 percent of the group's salaried domestic employees
currently work in Texas and two-thirds of the group's 10 million tons of
domestic coal production originates in that state.
The move will affect approximately 40 of MK's 1,700 Boise employees. In
the past two years, MK's Boise employment has risen from 1,266 to 1,671. Last
year, more than 700 of MK's 12,000 employees world-wide relocated as new
markets opened and new projects began.
MORE
FORM 8-K - EXHIBIT 4
<PAGE>
In addition to its Gulf Coast office in San Antonio, MK's Atascosa
Mining Company operates mines near Jourdanton, Texas and employs 27
professionals, engineers and support personnel. The Navasota Mining Company
operates mines outside of Bryan, Texas and employs 46. In addition to its
professional staff, the group employees approximately 300 hourly personnel at
the two mine operations. Last year, the two mines accounted for 6.7 million
tons of MK's total coal production.
The company also cited the realization of NAFTA and its planned
expansion into Mexico as another benefit in relocating to San Antonio.
Morrison Knudsen Corporation (MRN-NYSE) serves the world's power,
transportation, environmental, and industrial markets as an engineer,
contractor, and manufacturer, offering complete development, operations, and
financial services.
FORM 8-K - EXHIBIT 4
<PAGE>
EXHIBIT 5
MORRISON KNUDSEN CORPORATION
Morrison Knudsen Plaza/P. O. Box 73 NEWS RELEASE
Boise, Idaho 83729
Telex: 368439/Phone: (208) 386-5387 For Further Information Contact:
Fax: (208) 386-5065 Corporate Communications
- -------------------------------------------------------------------------------
FOR RELEASE: February 24, 1994
MK RAIL CORPORATION FILES REGISTRATION STATEMENT FOR INITIAL
PUBLIC OFFERING
BOISE, IDAHO -- Morrison Knudsen Corporation announced today that MK
Rail Corporation filed a registration statement with the Securities and
Exchange Commission for an initial public offering of Common Stock.
The offering will be managed by Morgan Stanley & Co. Incorporated and CS
First Boston Corporation.
MK Rail remanufactures locomotives, manufactures new high technology
locomotives, designs, manufactures and distributes locomotive component parts,
and provides locomotive fleet maintenance services to the railroad industry.
The corporation has been providing remanufacturing services to the railroad
industry since 1972 and has remanufactured more than 1,000 locomotives,
including more than 500 since 1989. At year end 1993, MK Rail had a
remanufacturing backlog of more than 210 locomotives.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become effective.
The securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This press release shall
not constitute an offer to sell or a solicitation of an offer
to buy nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such state or
jurisdiction.
Morrison Knudsen Corporation (MRN-NYSE) serves the world's
transportation, construction, environmental, industrial and power markets as
an engineer, contractor and manufacturer, offering complete development,
operations and financial services.
# # # #
FORM 8-K - EXHIBIT 5
