<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
SCHEDULE 13D
(Amendment No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WASHINGTON CONSTRUCTION GROUP, INC.
(formerly Kasler Holding Company)
______________________________
(Name of Issuer)
Common Stock, $.01 Par Value
___________________________
(Title of Class of Securities)
485797104
_______________
(CUSIP Number)
D.W. Holdings, Inc.
Dennis Washington
c/o Washington Corporations
101 International Way
Missoula, Montana 59807
(406) 523-1300
______________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Scott R. Haber, Esq.
Latham & Watkins
505 Montgomery Street, 19th Floor
San Francisco, CA 94111
(415) 391-0600
June 18, 1996
__________________________________________________
(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 subject of this Schedule 13D, and
is filing this statement 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: [_]
Page 1 of 14 Pages
Exhibit Index is on Page 12
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CUSIP NO. 485797104 13D PAGE 2 OF 14 PAGES
1 NAME OF REPORTING PERSON
D.W. Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
0 shares of Common Stock (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 828,000 shares of Common Stock (See Item 5)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares of Common Stock (See Item 5)
10 SHARED DISPOSITIVE POWER
828,000 shares of Common Stock (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
828,000 shares of Common Stock (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON
CO
2
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CUSIP NO. 485797104 13D PAGE 3 OF 14 PAGES
1 NAME OF REPORTING PERSON
Dennis Washington
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
19,381,635 shares of Common Stock (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 828,000 shares of Common Stock (See Item 5)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 19,381,635 shares of Common Stock (See Item 5)
10 SHARED DISPOSITIVE POWER
828,000 shares of Common Stock (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,209,635 shares of Common Stock (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.5%
14 TYPE OF REPORTING PERSON
IN
3
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CUSIP NO. 485797104 13D PAGE 4 OF 14 PAGES
1 NAME OF REPORTING PERSON
Phyllis Washington
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO (See Item 5)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
77,838 shares of Common Stock (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares of Common Stock (See Item 5)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 77,838 shares of Common Stock (See Item 5)
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,838 shares of Common Stock (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON
IN
4
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CUSIP NO. 485797104 13D PAGE 5 OF 14 PAGES
1 NAME OF REPORTING PERSON
LeRoy Wilkes
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO and PF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
2,100 shares of Common Stock (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares of Common Stock (See Item 5)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,100 shares of Common Stock (See Item 5)
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100 shares of Common Stock (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
5
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This Amendment No. 1 to Schedule 13D restates and amends the Statement
on Schedule 13D filed July 19, 1993 (the "Schedule 13D") by D.W. Holdings, Inc.,
a Texas corporation, Dennis Washington, Phyllis Washington and LeRoy Wilkes
relating to the Common Stock, par value $.01 per share, of Washington
Construction Group, Inc. (formerly Kasler Holding Company), a Delaware
corporation.
This Schedule 13D is subject to the provisions of Rule 101(a)(2) of
Regulation S-T under the Securities Exchange Act of 1934, as amended, relating
to the Securities and Exchange Commission's recently adopted electronic filing
requirements. Pursuant to Rule 101(a)(2), since this amendment is the first
amendment which the Reporting Persons are filing electronically, the Reporting
Persons are required to restate the entire Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
--------------------
This statement relates to shares of common stock, par value $.01 per
share (the "Shares"), of Washington Construction Group, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 27400 East Fifth Street, Highland, California 92346. In April 1996,
the Issuer changed its name from Kasler Holding Company to Washington
Construction Group, Inc.
ITEM 2. IDENTITY AND BACKGROUND.
------------------------
(a)-(c), (f) This statement is being filed by D.W. Holdings, Inc., a
Texas corporation ("D.W. Holdings"), Mr. Dennis Washington ("Mr. Washington"),
Mrs. Phyllis Washington ("Mrs. Washington") and Mr. LeRoy Wilkes ("Mr. Wilkes").
D.W. Holdings, Mr. Washington, Mrs. Washington and Mr. Wilkes are hereinafter
collectively referred to as the "Reporting Persons."
D.W. Holdings' principal business is investing in marketable
securities. Its principal offices are located at 101 International Way,
Missoula, Montana 59802. Mr. Washington owns 100% of the voting common stock of
D.W. Holdings. Mr. Dorn Parkinson is President and Vice President of D.W.
Holdings. The directors of D.W. Holdings are Mr. Parkinson and Mr. Michael
Haight. On April 30, 1995, Mr. Wilkes resigned from the board of directors of
D.W. Holdings.
The principal employment of Mr. Washington and Mrs. Washington is to
make and hold investments and the business address is 101 International Way,
Missoula, Montana 59802. The principal employment of each of Messrs. Parkinson,
and Haight is President and Controller, respectively, of Washington Corporations
and the business address of each of them is 101 International Way, Missoula,
Montana 59802. The principal business of Washington Corporations is the
provision of legal, accounting and managerial services. Mr. Washington also is
the principal shareholder or partner of entities the principal businesses of
which include rail transportation, mining, heavy construction, environmental
remediation and real estate development. Mrs. Washington is Mr. Washington's
wife. The principal employment of Mr. Wilkes is Senior Vice President -
Operations of Santa Fe Pacific Gold Corp., 6200 Uptown Boulevard, NE,
Albuquerque, New Mexico 87125, the principal business of which is to explore for
and develop gold properties and mines and process gold ores. Mr. Washington, Mr.
Parkinson, Mr. Wilkes, Mr. Haight and Mrs. Washington are citizens of the United
States of America.
(d) and (e). During the last five years, none of the Reporting
Persons, nor to the best knowledge of the Reporting Persons, any other person
named in this Item 2, has (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.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
Except for the 2,000 Shares purchased by Mr. Wilkes as described in
Item 5(c) below, the Shares held by the Reporting Persons were acquired pursuant
to transactions contemplated by an Agreement and Plan of Reorganization (the
"Reorganization Agreement") dated March 11, 1993 by and among Kasler Corporation
("Kasler"), Washington Contractors Group, Inc. ("WCGI"), WCG Holdings, Inc.
("WCG Holdings") (formerly known as Washington Corporations), Mr. Washington and
Mrs. Washington, pursuant to which Kasler and WCG Holdings combined their
operations as wholly owned subsidiaries of the Issuer.
(a) The Kasler Merger. Pursuant to the Reorganization
Agreement, Kasler Sub Inc., a California corporation and wholly owned subsidiary
of the Issuer, was merged with and into Kasler (the "Kasler Merger"). Kasler
was the surviving corporation in the Kasler Merger and as a result thereof
became a wholly owned subsidiary of the Issuer. The Kasler Merger became
effective on July 9, 1993 upon the filing with the Secretary of State of the
State of California of an Agreement and Plan of Merger by and among the Issuer,
Kasler Sub Inc. and of Kasler (the "Kasler Merger Agreement"). Pursuant to the
Kasler Merger Agreement, each share of common stock, no par value per share, of
Kasler ("Kasler Common Stock") issued and outstanding immediately prior to the
Kasler Merger was automatically converted into and became one validly issued,
fully paid and nonassessable Share. A copy of the Kasler Merger Agreement was
filed as Exhibit 3 to the Schedule 13D and is incorporated herein by reference
in its entirety.
On July 9, 1993, pursuant to the Kasler Merger D.W. Holdings acquired
828,000 Shares upon the conversion of 828,000 shares of Kasler Common Stock
owned by D.W. Holdings immediately prior to the consummation of the Kasler
Merger. On July 9, 1993, pursuant to the Kasler Merger Mr. Wilkes acquired 100
Shares upon the conversion of 100 shares of Kasler Common Stock owned by Mr.
Wilkes immediately prior to the consummation of the Kasler Merger.
(b) The Share Exchange. Pursuant to the Reorganization
Agreement, Mr. Washington and Mrs. Washington, as the sole shareholders of WCG
Holdings, exchanged all 50,100 issued and outstanding shares of common stock,
$1.00 par value, of WCG Holdings ("WCG Holdings Common Stock") for an aggregate
of 19,459,473 validly issued, fully paid and nonassessable Shares (the "Share
Exchange"). As a result thereof, on July 9, 1993 WCG Holdings became a wholly
owned subsidiary of the Issuer.
On July 9, 1993, pursuant to the Share Exchange Mr. Washington
acquired 19,381,635 Shares, subject to the Escrow described below. The
consideration for such Shares acquired by Mr. Washington was 49,900 shares of
WCG Holdings Common Stock directly owned by Mr. Washington immediately prior to
consummation of the Share Exchange. On July 9, 1993, pursuant to the Share
Exchange Mrs. Washington acquired 77,838 Shares, subject to the Escrow described
below. The consideration for such Shares acquired by Mrs. Washington was 200
shares of WCG Holdings Common Stock directly owned by Mrs. Washington
immediately prior to consummation of the Share Exchange.
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
The Reporting Persons acquired the Shares (except for the 2,000 Shares
purchased by Mr. Wilkes as described in Item 5(c) below) in order to combine the
business operations of Kasler and WCG Holdings as wholly owned subsidiaries of
the Issuer and to obtain a controlling interest in the equity securities of the
Issuer. The Reporting Persons (other than Mr. Wilkes) intend to participate
(through their nominees to the Board of Directors) in the formulation,
determination and direction of basic business decisions and policies of the
Issuer. Pursuant to the Reorganization Agreement, five of the nine current
directors of the Issuer, including Mr. Parkinson who is also Chairman of the
Issuer, were nominated by WCG Holdings.
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On May 28, 1996, the Issuer and Morrison Knudsen Corporation ("MK")
entered into a Restructuring and Merger Agreement (the "Merger Agreement")
pursuant to which MK will merge into the Issuer and the Issuer will be the
surviving corporation (the "MK Merger"). In connection with the MK Merger, Mr.
Washington delivered a letter to MK stating that at the contemplated meeting of
stockholders of the Issuer to consider and vote upon the MK Merger, he will vote
his Shares in favor of the Merger. As described in Item 5 below, Mr. Wilkes is
no longer deemed to be acting as part of a group with the other Reporting
Persons.
Pursuant to the Merger Agreement, the Board of Directors of the Issuer
immediately following the Merger will consist of nine directors, five of whom
will be designated by the Board of Directors of the Issuer. On June 18, 1996,
the Issuer filed a preliminary proxy statement indicating that the Board had
designated Mr. Washington and Mr. Parkinson as two of the directors, and that it
was anticipated that Mr. Washington would be Chairman of the Board of Directors
after the Merger. The Merger contemplates, among other things, the issuance by
the Issuer of approximately 24,123,000 newly-issued Shares to certain creditors
of MK. After the Merger, it is anticipated that Mr. Washington will own
approximately 37.7% of the outstanding Shares (including the shares owned by
D.W. Holdings) and that Mrs. Washington will own .1% of the outstanding Shares.
Except as disclosed herein, the Reporting Persons have no present
plans or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, and
although the foregoing reflects activities presently contemplated by the
Reporting Persons with respect to the Issuer, the foregoing is subject to change
at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
-------------------------------------
(a) As of the close of business on June 24, 1996, D.W. Holdings
beneficially owned an aggregate of 828,000 Shares (2.8% of the outstanding
Shares) which it held directly.
As of the close of business on June 24, 1996, Mr. Wilkes beneficially
owned an aggregate of 2,100 Shares, which he owned directly.
As of the close of business on June 24, 1996, Mr. Washington
beneficially owned an aggregate of 20,209,635 Shares (68.5% of the outstanding
Shares), which includes the 828,000 Shares held by D.W. Holdings and as to which
Mr. Washington may be deemed the beneficial owner as sole shareholder of D.W.
Holdings.
As of the close of business on June 24, 1996, Mrs. Washington
beneficially owned an aggregate of 77,838 Shares (0.3% of the outstanding
Shares) A copy of the Reorganization Agreement was filed as Exhibit 2 to the
Schedule 13D and is incorporated by reference herein in its entirety. Certain of
the Shares owned directly by Mr. Washington and Mrs. Washington initially were
held in an escrow account (the "Escrow") pursuant to the Escrow Agreement, a
copy of which was filed as Exhibit 4 to the Schedule 13D, and is incorporated by
reference herein in its entirety. Such Shares are no longer held in the Escrow.
As of the close of business on June 24, 1996, the Reporting Persons
owned in the aggregate 20,289,573 Shares, which represent approximately 68.8% of
the 29,484,184 Shares outstanding as of the close of business on May 21, 1996.
Pursuant to Rule 13d-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act"), D.W. Holdings, Mr.
Washington and Mrs. Washington may be deemed to be a group. By reason of the
provisions of Rule 13d-5 under the Act, the group consisting of D.W. Holdings,
Mr. Washington and Mrs. Washington may be deemed to
8
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own all shares owned by such persons. Each such person does not affirm the
existence of such a group, and, except as specifically described herein,
disclaims beneficial ownership of Shares.
The Schedule 13D stated that Mr. Wilkes may be deemed to be a member
of a group with the other Reporting Persons. Mr. Wilkes is no longer employed
by Washington Corporations or any affiliate of Mr. Washington, and has no
agreement, arrangement or understanding with any of the other Reporting Persons
concerning the voting, holding or disposition of any Shares. Thus, whereas at
one time Mr. Wilkes may have been deemed to be a member of a group with the
other Reporting Persons, that is no longer the case.
(b) D.W. Holdings has the shared power to vote and dispose of the
Shares which it owns directly. Mr. Wilkes has the sole power to vote and
dispose of the Shares which he owns directly. Mr. Washington has the sole power
to vote and dispose of the 19,381,635 Shares which he owns and holds directly,
and has the shared power to vote and dispose of the 828,000 Shares owned by D.W.
Holdings. Mrs. Washington has the sole power to vote and dispose of the 77,838
Shares which she owns and holds directly.
(c) On May 18, 1993, in connection with the formation of the Issuer,
the Issuer issued to WCGI, an affiliate of Mr. Washington, 100 Shares at a price
of $5.00 per share. Following the Combination on July 9, 1993, such Shares held
by WCGI were cancelled without consideration therefor pursuant to Section 2.10
of the Reorganization Agreement.
On July 9, 1993, D.W. Holdings acquired all of its directly-owned
Shares described in paragraph (a) above pursuant to the Kasler Merger. On July
9, 1993, Mr. Wilkes acquired 100 of his directly-owned shares described in
paragraph (a) above pursuant to the Kasler Merger, and on June 21, 1996, Mr.
Wilkes acquired 2,000 of such Shares in an open market transaction at a purchase
price of $10.00 per Share. On July 9, 1993, Mr. Washington and Mrs. Washington
each acquired all of their respective directly-owned Shares described in
paragraph (a) above pursuant to the Share Exchange. The information in Item 3
describing the Kasler Merger and the Share Exchange is incorporated herein by
reference in its entirety. A copy of the Reorganization Agreement (which
describes the terms of the Kasler Merger and the Share Exchange) was filed as
Exhibit 2 to the Schedule 13D and is incorporated herein by reference in its
entirety. A copy of the Kasler Merger Agreement was filed as Exhibit 3 to the
Schedule 13D and is incorporated herein by reference in its entirety.
(d) Not applicable.
(e) On April 27, 1995, Mr. Wilkes ceased to be an employee of
Washington Corporations. On April 30, 1995, Mr. Wilkes resigned from the board
of directors of D.W. Holdings. Thus, whereas at one time Mr. Wilkes may have
been deemed to be a member of a group with the other Reporting Persons (and
therefore the beneficial owner of more than 5% of the Shares), that is no longer
the case.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
----------------------------------------------------------------------
The information contained in Item 3 which describes the Reorganization
Agreement, the Kasler Merger Agreement and the Escrow Agreement is incorporated
herein by reference. The information contained in Item 5 which describes the
Escrow Agreement is incorporated herein by reference. A copy of the
Reorganization Agreement was filed as Exhibit 2 to the Schedule 13D and is
incorporated herein by reference in its entirety. A copy of the Kasler Merger
Agreement was filed as Exhibit 3 to the Schedule 13D and is incorporated by
reference herein in its entirety. A copy of the Escrow Agreement was filed as
Exhibit 4 to the Schedule 13D and is incorporated by reference herein in its
entirety.
In connection with the Reorganization Agreement, Mr. Washington, WCG
Holdings and the Issuer entered into an affiliate agreement dated as of July 9,
1993 (the "Affiliate
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Agreement") pursuant to which Mr. Washington agreed not to offer, sell,
exchange, transfer, pledge or otherwise dispose of any of the Shares received by
him in the Combination unless either: (i) such transaction shall be permitted
pursuant to the provisions of Rule 145(d) under the Securities Act of 1933, as
amended (the "Securities Act"); (ii) counsel representing Mr. Washington shall
have advised the Issuer in a written opinion letter satisfactory to the Issuer
and its counsel that no registration under the Securities Act would be required
in connection with the proposed sale, transfer or other disposition; (iii) a
registration statement under the Securities Act covering the Shares proposed to
be sold, transferred or otherwise disposed of, describing the manner and terms
of the proposed sale, transfer or other disposition, and containing a current
prospectus, shall have been filed with the Securities and Exchange Commission
(the "SEC") and made effective under the Securities Act; or (iv) an authorized
representative of the SEC shall have rendered written advice to Mr. Washington
to the effect that the SEC would take no action, or that the staff of the SEC
would not recommend that the SEC take action, with respect to the proposed sale,
transfer or other disposition if consummated. A copy of the Affiliate Agreement
was filed as Exhibit 5 to the Schedule 13D and is incorporated herein by
reference in its entirety.
In connection with the MK Merger, Mr. Washington delivered a letter
dated as of May 20, 1996 to MK stating that at the contemplated meeting of
stockholders of the Issuer to consider and vote upon the MK Merger, he will vote
his Shares in favor of the Merger. The form of such letter is attached hereto
as Exhibit 2 and incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer, including but not
limited to any contracts, arrangements, understandings or relationships
concerning the transfer or voting of such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
Exhibit 1. Joint Filing Agreement dated June 24, 1996.
Exhibit 2. Letter dated May 20, 1996
10
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SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: June 24, 1996 D.W. Holdings, Inc.
By: /s/ DORN PARKINSON
--------------------------------
Name: Dorn Parkinson
Title: President
Dated: June 24, 1996 /s/ DENNIS WASHINGTON
--------------------------------
Dennis Washington
Dated: June 24, 1996 /s/ PHYLLIS WASHINGTON
--------------------------------
Phyllis Washington
Dated: June 24, 1996 /s/ LEROY WILKES
--------------------------------
LeRoy Wilkes
11
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EXHIBIT INDEX
-------------
Page Number
-----------
Exhibit 1. Joint Filing Agreement dated June 24, 1996.
Exhibit 2. Letter dated May 20, 1996.
<PAGE>
EXHIBIT 1
EXHIBIT 1
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons (as such term is defined in the Schedule 13D
referred to below) on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the common stock, $.01 par value
(the "Common Stock"), of Washington Construction Group, Inc. (formerly Kasler
Holding Company), a Delaware corporation, and that this Agreement may be
included as an Exhibit to such joint filing. This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument.
The undersigned further agree that each party hereto is responsible for
timely filing of such Statement on Schedule 13D and any amendments thereto, and
for the completeness and accuracy of the information concerning such party
contained therein; provided that no party is responsible for the completeness or
--------
accuracy of the information concerning the other party, unless such party knows
or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
the 24th day of June 1996.
D.W. Holdings, Inc.
By: /s/ DORN PARKINSON
--------------------------------
Name: Dorn Parkinson
Title: President
/s/ DENNIS WASHINGTON
--------------------------------
Dennis Washington
/s/ PHYLLIS WASHINGTON
--------------------------------
Phyllis Washington
/s/ LEROY WILKES
--------------------------------
LeRoy Wilkes
<PAGE>
EXHIBIT 2
Dennis Washington
May 20, 1996
Board of Directors
Morrison Knudsen Corporation
Morrison Knudsen Plaza
Boise, Idaho 83729
Gentlemen:
At the contemplated meeting of stockholders of Washington Construction
Group, Inc. to consider and vote upon the Recapitalization described in the Non-
Binding Term Sheet dated May 16, 1996 between Morrison Knudsen Corporation and
WCGI, I will vote my shares of WCGI Common Stock in favor of the
Recapitalization.
Very truly yours,
/s/ Dennis Washington
--------------------------
Dennis Washington
