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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 16, 1996
WASHINGTON CONSTRUCTION GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-12054 35-0565601
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
27400 East 5th Street, Highland, California 92346
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(Address of principal executive offices) (Zip Code)
(909) 884-4811
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(Registrant's telephone number, including area code)
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(former name or former address, if changed since last report)
Total Pages 6
Index to Exhibits appears on page 4 herein
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Item 5. Other Events.
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On May 16, 1996, Washington Construction Group, Inc. and Morrison
Knudsen Corporation issued a press release, a copy of which is attached hereto
as Exhibit 1.1. The information contained in such press release is incorporated
by reference herein in its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) The following exhibit is filed as part of this Report:
1.1 Press Release of Washington Construction Group, Inc. and
Morrison Knudsen Corporation dated May 16, 1996.
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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 hereunto duly authorized.
Dated: May 16, 1996
WASHINGTON CONSTRUCTION GROUP, INC.
By: /s/ John Wimberly
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Name: John Wimberly
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibits.
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1.1 Press Release of Washington Construction Group, Inc. and Morrison
Knudsen Corporation dated May 16, 1996.
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EXHIBIT 1.1
[MORRISON KNUDSEN CORPORATION & WASHINGTON CONSTRUCTION GROUP, INC.
NEWS RELEASE LETTERHEAD]
NEWS RELEASE
FOR RELEASE:
May 16, 1996
MORRISON KNUDSEN AND WASHINGTON CONSTRUCTION
ANNOUNCE AGREEMENT IN PRINCIPLE TO MERGE
BOISE--Morrison Knudsen Corporation and Washington Construction Group, Inc.
announced today that the companies have reached an agreement in principle to
merge. The leadership of MK's senior creditors have agreed unanimously to
support the merger. After the transaction, Washington Construction will be
renamed Morrison Knudsen Corporation and the newly merged company will operate
under the Morrison Knudsen name and be headquartered in Boise, Idaho.
In the transaction, MK's senior creditors would receive $13.3 million in
cash, approximately 24.1 million shares of newly issued Washington Construction
common stock, representing 45% of the shares outstanding after the merger and
distribution of certain non-core assets including MK's investment in and note
receivable from MK Rail Corporation. Further, Washington Construction would pay
in full MK's debtor-in-possession loan, not to exceed $50 million. The existing
shareholders of Morrison Knudsen would receive a warrant package that entitles
them to purchase 2,765,000 shares of common stock, or approximately 5% of the
common stock of the newly merged entity, at $12.00 per share for a term of five
years.
The transaction is subject to completion of definitive merger
documentation, Board of Director approval by Washington Construction and
Morrison Knudsen, approval of Morrison Knudsen debtholders and other customary
conditions.
"An MK-Washington Construction merger would combine the strengths of two
great companies," said Robert A. Tinstman, MK's President and Chief Executive
Officer and John H. Wimberly, President and Chief Executive Officer of
Washington Construction.
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"Washington Construction's financial strength, bonding capacity and operating
expertise in heavy construction and contract mining are a perfect fit with
Morrison Knudsen's Heavy Construction and Mining Groups, and complements MK's
design, engineering and construction capabilities in the industrial process,
power and environmental markets."
The merger would be part of MK's prepackaged plan of reorganization that
includes an exchange of the company's secured debt for new equity in the company
and provides for the creation of a capital structure that enables the company to
continue its operations and enhance its competitive position.
MK stated that its financial restructuring is not dependent on the
completion of the transaction with Washington Construction and that it intends
to complete its previously announced stand-alone restructuring if the merger is
not consummated.
"We are tremendously pleased with the progress we've made in our financial
restructuring," said Robert S. Miller, Morrison Knudsen Chairman. "The
debt-for-equity exchange, which previously has been agreed to in principle, is
central to restoring MK's financial foundation and we believe that this merger
will be positive for Morrison Knudsen clients, suppliers, and employees, as well
as the shareholders of Washington Construction. Our financial restructuring is
on track; a strategic combination with Washington Construction would be icing
on the cake."
Morrison Knudsen Corporation (NYSE-MRN) founded in 1912, serves the world's
environmental, industrial process, mining, operations & maintenance, power,
transportation and heavy construction markets as an engineer and contractor.
Washington Construction Group, Inc. (NYSE-WAS), based in Highland,
California, is a diversified construction company with operations in
infrastructure, contract mining, environmental remediation, commercial
construction and construction material markets serving both government and
private customers in the western United States.
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