<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
SCHEDULE 13D
(Amendment No. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MORRISON KNUDSEN CORPORATION
(formerly Washington Construction Group, Inc.)
______________________________
(Name of Issuer)
Common Stock, $.01 Par Value
___________________________
(Title of Class of Securities)
61844A 10 9
_______________
(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
March 19, 1997
__________________________________________________
(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: [_]
Page 1 of 6 Pages
<PAGE>
CUSIP NO. 485797104 13D PAGE 2 OF 6 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)
1.5%
14 TYPE OF REPORTING PERSON
CO
2
<PAGE>
CUSIP NO. 485797104 13D PAGE 3 OF 6 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)
37.6%
14 TYPE OF REPORTING PERSON
IN
3
<PAGE>
CUSIP NO. 485797104 13D PAGE 4 OF 6 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)
0.1%
14 TYPE OF REPORTING PERSON
IN
4
<PAGE>
This Amendment No. 3 to Schedule 13D amends the Statement on Schedule
13D filed July 19, 1993, as amended (the "Schedule 13D") by D.W. Holdings, Inc.,
a Texas corporation, Dennis Washington and Phyllis Washington (together, the
"Reporting Persons") relating to the Common Stock, par value $.01 per share (the
"Common Stock"), of Morrison Knudsen Corporation, a Delaware corporation (the
"Issuer"). When the Schedule 13D was originally filed, the Issuer's name was
Kasler Holding Company. In April 1996, the Issuer changed its name to
Washington Construction Group, Inc. Effective September 11, 1996, the Issuer
changed its name to Morrison Knudsen Corporation. Capitalized terms used herein
without definition shall have the meanings set forth in Amendment No. 1 to the
Schedule 13D filed on June 24, 1996 and Amendment No. 2 to the Schedule 13D
filed on September 17, 1996.
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
Item 4 is hereby amended to include the following information:
Mr. Dennis Washington has indicated an interest in exploring the
possible sale to the Issuer of his equity interest in a copper and molybdenum
mine in Butte, Montana in exchange for newly issued shares of Common Stock
having a value of approximately $125 million, based upon recent trading values
for the Common Stock. The mine is owned and operated by a partnership, of which
Mr. Washington owns a 50.1% equity interest through a wholly owned corporation,
Montana Resources, Inc. A company controlled by Asarco Inc. ("Asarco") owns the
other 49.9%. The Company's Board of Directors has appointed a special committee
of the Board (comprised of three directors who are not representatives of Mr.
Washington) to evaluate, and make a recommendation to the Board regarding, such
a transaction. Any such transaction between Mr. Washington and the Issuer would
be subject to a number of conditions, including approval by the special
committee, satisfaction of any contractual rights, if any, that Asarco may have
under the partnership agreement and the then current trading value of the Common
Stock. Mr. Washington currently intends to engage in discussions with the Issuer
and its representatives and take such other actions as he deems appropriate to
pursue such a transaction, including possibly making proposals concerning such a
transaction. Notwithstanding the foregoing, there can be no assurance that Mr.
Washington will continue to pursue such a transaction, that such a transaction
will be completed or, if completed, as to the timing or terms of any such
transaction.
From time to time, the Reporting Persons may acquire additional shares
of Common Stock or sell shares of Common stock in the open market or in
privately negotiated transactions with the Issuer or third parties, and to
formulate plans or proposals with respect to any such acquisition or
disposition, or any other actions set forth in Item 4 of Schedule 13D. The
Reporting Persons' decision to acquire or dispose of shares, hold the shares of
Common Stock they currently own or take such other actions will depend on
market, economic or other conditions, including an ongoing evaluation of the
Company's financial condition, operations and prospects, the actions of the
Board of Directors of the Issuer and other future developments, regulatory
requirements and the relative attractiveness of alternative business and
investment opportunities. Such transactions or actions, if any, would be made
at such times and in such manner as the Reporting Persons, in their discretion,
deem advisable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
Exhibit 1. Joint Filing Agreement dated June 24, 1996 (incorporated
herein by reference to Exhibit 1 to Amendment No. 1 to the
Schedule 13D).
5
<PAGE>
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: March 19, 1997 D.W. Holdings, Inc.
By: /s/ DORN PARKINSON
-------------------
Name: Dorn Parkinson
Title: President
Dated: March 19, 1997 /s/ DENNIS WASHINGTON
----------------------
Dennis Washington
Dated: March 19, 1997 /s/ PHYLLIS WASHINGTON
-----------------------
Phyllis Washington
6
