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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0058
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 Estimated average burden
hours per response ... 2.50
FORM 12b-25 ---------------------------
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
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(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR -------------------
CUSIP NUMBER
For Period Ended: DECEMBER 31, 1994 ------------------
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that
the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
MORRISON KNUDSEN CORPORATION
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Full Name of Registrant
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Former Name if Applicable
MORRISON KNUDSEN CORPORATION
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Address of Principal Executive Office (Street and Number)
BOISE, IDAHO 83729
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
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(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
[X] portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed)
(SEE EXHIBIT A)
(ATTACH EXTRA SHEET IF NEEDED)
SEC 1344 (11/91)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
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MARK E. HOWLAND 208 386-5939
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter period
that the registrant was required to file such report) been filed? If
answer is no, identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
(SEE EXHIBIT A)
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MORRISON KNUDSEN CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date MARCH 31, 1995 By /s/ MARK E. HOWLAND
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MARK E. HOWLAND
Vice President and Controller
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INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule O-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
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EXHIBIT A
PART III - NARRATIVE
The registrant, whose fiscal year ended December 31, 1994, cannot file its
annual report on Form 10-K within the prescribed time period because the
registrant was unable to timely complete its year-end closing and prepare
financial statements.
PART IV - OTHER INFORMATION
(3) The registrant will report significant losses from its fourth quarter
and fiscal year results of operations ended December 31, 1994 which were
adversely affected by the recognition of write-downs and write-offs of
operating assets and investments as well as provisions for anticipated losses
on uncompleted contracts, principally long-term Transit segment contracts. The
registrant filed a current report on Form 8-K dated March 20, 1995 to announce
an increase to the previously announced preliminary-unaudited net loss estimate
for the year ended December 31, 1994 from approximately $175 million to
approximately $310 million. The revised, preliminary-unaudited net loss
estimate for the fourth quarter of 1994 is approximately $275 million. The
registrant reported net income for the fourth quarter and fiscal year ended
December 31, 1993 of $10.4 million and $35.8 million, respectively.