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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
MORRISON KNUDSEN CORPORATION
(formerly Washington Construction Group, Inc.)
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
61844A 10 9
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(CUSIP Number)
D.W. Holdings, Inc.
Dennis Washington
c/o Washington Corporations
101 International Way
Missoula, Montana 59807
(406) 523-1300
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(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
January 16, 1998
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(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: [ ]
(Continued on following pages)
Page 1 of 8 Pages
Exhibit Index is on Page 8
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CUSIP NO. 61844A109 13D PAGE 2 OF 8 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
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CUSIP NO. 61844A109 13D PAGE 3 OF 8 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 (plus 24,926
shares issuable upon exercise of stock options) (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 (plus 24,926
shares issuable upon exercise of stock options) (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 (plus 24,926 shares issuable upon
exercise of stock options) (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)
37.3%
14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 61844A109 13D PAGE 4 OF 8 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
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This Amendment No. 5 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
relating to the Common Stock, par value $.01 per share, of Morrison Knudsen
Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used
herein without definition shall have the meanings set forth in the Schedule
13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended in pertinent part as
follows:
As of January 1, 1998, Michael Haight was appointed President
of D.W. Holdings, Inc.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Items 3, 4 and 6 are hereby amended in pertinent part as
follows:
On January 15, 1998, the Issuer issued a press release
announcing that its discussions with Mr. Dennis Washington regarding the
potential acquisition of his interest in Montana Resources, Inc., the owner of
a partnership interest in a Butte, Montana copper and molybdenum mine, have
been terminated. In light of the uncertainty regarding long term copper prices
due to, among other things, instability in the Asian economy, and also in light
of the recent drop in the Company's stock price, the parties were unable to
finalize the terms of a definitive agreement and negotiations have terminated.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended in pertinent part as follows:
(a) As of the close of business on January 15, 1998, D.W.
Holdings beneficially owned an aggregate of 828,000 Shares (1.5% of the
outstanding Shares) which it held directly.
As of the close of business on January 15, 1998, Mr.
Washington beneficially owned an aggregate of 20,234,561 Shares (37.3% of the
outstanding Shares). Such Shares include (i) the 19,381,635 Shares held by Mr.
Washington directly, (ii) 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 and (iii) 24,926 Shares issuable upon exercise of options which
Mr. Washington has the right to exercise within 60 days of January 15, 1998.
Mr. Washington serves as Chairman of the Board of Directors of
the Issuer and in such capacity has been granted options to purchase Common
Stock pursuant to the Morrison Knudsen Corporation Amended and Restated Stock
Option Plan and the Morrison Knudsen Corporation 1997 Stock Option and
Incentive Plan for Non-Employee Directors. On December, 31, 1996, Mr.
Washington was granted options to purchase 12,778 Shares at an exercise price
of $7.20 per Share (the "December 1996 Options"); on April 11, 1997, Mr.
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Washington was granted options to purchase 25,000 Shares at $9.875 per Share
(the "April 1997 Options"); and on December 1, 1997, Mr. Washington was granted
options to purchase 11,795 Shares at $7.80 per Share (the "December 1997
Options"). The December 1996 Options vested in four equal installments on
February 10, 1997, February 28, 1997, May 31, 1997, and August 31, 1997, and
expire on January 10, 2007. The April 1997 Options vest in four equal annual
increments on January 10, 1998, January 10, 1999, January 10, 2000, and January
10, 2001, and expire on January 10, 2007. The December 1997 Options vest in
four equal installments on January 23, 1998, February 28, 1998, May 31, 1998,
and August 31, 1998, and expire on January 1, 2008.
As of the close of business on January 15, 1998, Mrs.
Washington beneficially owned an aggregate of 77,838 Shares (0.1% of the
outstanding Shares).
As of the close of business on January 15, 1998, the
Reporting Persons owned in the aggregate 20,312,399 Shares, including 24,926
Shares issuable upon exercise of options which Mr. Washington has the right to
exercise within 60 days of January 15, 1998, which represent approximately
37.4% of the outstanding Shares (calculated in accordance with Rule 13d-3(d)
under the Securities Exchange Act of 1934, as amended (the "Act")).
Pursuant to Rule 13d-3 of the General Rules and Regulations
under 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 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 such Shares.
(b) D.W. Holdings has the shared power to vote and
dispose of the Shares which it 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 will own and hold directly any Shares issued upon exercise of
stock options, 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.
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).
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SIGNATURE
After reasonable inquiry and to the best of the undersigneds' knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: January 15, 1998 D.W. Holdings, Inc.
By: /s/ MICHAEL HAIGHT
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Name: Michael Haight
Title: President
Dated: January 15, 1998 /s/ DENNIS WASHINGTON
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Dennis Washington
Dated: January 15, 1998 /s/ PHYLLIS WASHINGTON
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Phyllis Washington
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EXHIBIT INDEX
Exhibit 1. Joint Filing Agreement dated June 24, 1996
(incorporated herein by reference to Exhibit 1 to
Amendment No. 1 to the Schedule 13D).
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