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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
WASHINGTON CONSTRUCTION GROUP, INC.
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(Exact Name of registrant as specified in its charter)
Delaware 33-0565601
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
27400 East 5th Street,
Highland, California 92346
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to
Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Warrants to purchase Common Stock, New York Stock Exchange, Inc.
par value $0.01 per share
(regular way and when issued)
Securities to be registered pursuant to
Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
On May 28, 1996, Washington Construction Group, Inc., a Delaware
corporation (the "Registrant"), and Morrison Knudsen Corporation, a Delaware
corporation ("MK"), entered into a Restructuring and Merger Agreement (the
"Merger Agreement") providing for the merger (the "Merger") of MK with and into
the Registrant, with the Registrant continuing as the surviving corporation (the
"Combined Company"). Upon consummation of the Merger, the Registrant's name will
be changed to Morrison Knudsen Corporation, as set forth in the form of Restated
and Amended Certificate of Incorporation attached hereto as Exhibit 3.2. The
Restated and Amended Certificate of Incorporation (and the name change) will be
effective upon the effective time of the Merger (the "Effective Time"). Pursuant
to the Merger Agreement, among other things, the Registrant will distribute to
holders of record of MK's common stock, par value $1.67 per share on August 26,
1996 warrants (the "Warrants") to purchase an aggregate of 2,765,000 shares of
the Registrant's common stock, par value $0.01 per share (the "Common Stock"). A
copy of the Merger Agreement is attached hereto as Exhibit 4.1 and is
incorporated herein by reference in its entirety.
Each Warrant will entitle the holder thereof to acquire one share of Common
Stock at an exercise price of $12.00 per share, subject to adjustment in certain
circumstances as provided in the Warrant Agreement, which is attached hereto as
Exhibit 4.2 and is incorporated herein by reference in its entirety.
The number and kind of securities purchasable upon the exercise of the
Warrants and the exercise price thereof will be subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement, including
the issuance of Common Stock or other shares of capital stock as a dividend or
distribution on the Common Stock; subdivisions, reclassifications and
combinations of the Common Stock; the issuance to all holders of Common Stock of
certain rights, options or warrants entitling them to subscribe for or purchase
Common Stock at less than the then-current market price of the Common Stock (as
determined in accordance with the Warrant Agreement); the distribution to
holders of Common Stock of evidences of indebtedness or assets of the Combined
Company or any entity controlled by the Combined Company (excluding cash
dividends or cash distributions from consolidated earnings or surplus legally
available for such dividends or distributions); the distribution to holders of
Common Stock of shares of capital stock of any entity controlled by the Combined
Company; the issuance of shares of Common Stock for less consideration than the
then-current market price of the Common Stock; the issuance of securities
convertible into or exchangeable or exercisable for shares of Common Stock or
rights to subscribe for such securities, for a consideration per share of Common
Stock deliverable on such conversion, exchange or exercise that is less than the
then-current market price thereof (although no adjustment in such shares or
exercise price will be required in connection with the issuance of the Common
Stock, options, rights, warrants or other securities pursuant to MK's Plan of
Reorganization (the "Plan"), any plan adopted by the Combined Company or any
entity controlled by the Combined Company for the benefit of employees or
directors, or any share purchase rights plan adopted by the Combined Company;
the issuance of shares of Common Stock or securities convertible into or
exchangeable for shares of Common Stock pursuant to
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an underwritten public offering satisfying specified criteria; sales of Common
Stock pursuant to a plan adopted by the Combined Company for the reinvestment of
dividends or interest; the issuance of shares of Common Stock to shareholders of
any corporation which is acquired by, merged into or made a part or subsidiary
of the Combined Company in an arm's-length transaction; or a change in the par
value of Common Stock). Additionally, no adjustment will be required if in
connection with any of the events otherwise giving rise to an adjustment the
holders of the Warrants receive such rights, securities or assets as such
holders would have been entitled had the Warrants been exercised immediately
prior to such event, and no adjustment will be required unless such adjustment
would require a change in the aggregate number of shares of Common Stock
issuable upon the hypothetical exercise of a Warrant of at least 1% (but any
adjustment requiring a change of less than 1% will be carried forward and taken
into account in any subsequent adjustment).
The Combined Company may at its option, at any time during the term of the
Warrants, reduce the then current exercise price to any amount deemed
appropriate by the Board of Directors of the Combined Company. The Combined
Company and Norwest Bank Minnesota, N.A., who is expected to serve as registrar
and warrant agent for the Warrants (the "Warrant Agent"), may from time to time
supplement or amend the Warrant Agreement without approval of any holder to
cure, among other things, any ambiguity or to correct or supplement any
provision, to comply with the requirements of any national securities exchange
or The Nasdaq National Market, to delete the aforementioned provision allowing
the directors to reduce the exercise price or to make any other provisions in
regard to matters or questions arising under the Warrant Agreement which the
Combined Company and the Warrant Agent may deem necessary or desirable and which
shall not be inconsistent with the provisions of the Warrants and the Warrant
Agreement. Any other supplement or amendment to the Warrant Agreement may be
made with the approval of the holders of a majority of the then outstanding
Warrants; provided, however, that any such amendment or supplement which (i)
increases the exercise price; (ii) decreases the number of shares of Common
Stock issuable upon exercise of a Warrant; or (iii) shortens the period during
which the Warrants may be exercised requires the consent of each holder of a
Warrant affected thereby.
The Warrants will be exercisable at any time from 9:00 a.m., New York City
time, on the Effective Time to 5:00 p.m. New York City time, on the date which
is six and one-half years after the Effective Time (the "Exercise Period"). Each
Warrant not exercised prior to the expiration of the Exercise Period will become
void, and all rights thereunder and in respect thereof under the Warrant
Agreement will cease on the expiration of the Exercise Period.
Under the Warrant Agreement, the Combined Company is not obligated to
furnish holders of the Warrants with quarterly, annual or other reports
regarding the Combined Company, although it may do so in its sole discretion and
intends to do so to the extent required by applicable law or any securities
exchange on which the Warrants may be listed or any quotation system in which
they may be included.
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Item 2. Exhibits.
The following exhibits are filed as part of this registration
statement:
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Exhibit
Number Exhibit Title or Description
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3.1* Restated and Amended Certificate of Incorporation of the
Registrant.
3.2** Form of Restated and Amended Certificate of Incorporation of the
Registrant to be effective upon the effective time of the Merger.
3.3*** Bylaws of the Registrant.
3.4** Form of Restated and Amended Bylaws to be effective upon the
effective time of the Merger.
4.1** Restructuring and Merger Agreement dated as of May 28, 1996 by
and between the Registrant and Morrison Knudsen Corporation.
4.2** Form of Warrant Agreement by and between the Registrant and
Norwest Bank Minnesota, N.A., as Warrant Agent, including form of
specimen certificate for the Registrant's Warrants attached as
Exhibit A thereto.
4.3* Form of Registration Rights Agreement by and between the
Registrant and the holders of stock to be listed on Schedule I
thereto.
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* Incorporated by reference to Exhibit 1 of the Registrant's Quarterly Report
on Form 10-Q for the quarter ended February 29, 1996.
** Incorporated by reference to Exhibits 1 through 5 to the Registrant's Proxy
Statement for the Special Meeting to be held on September 11, 1996 filed
with the Securities and Exchange Commission on Schedule 14A on August 22,
1996.
*** Incorporated by reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4 (No. 33-63862) dated June 3, 1993, as amended.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 30, 1996
WASHINGTON CONSTRUCTION GROUP, INC.
/s/ Gregory J. Rutherford
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By: Gregory J. Rutherford
Vice President and Chief Financial
Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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3.1* Restated and Amended Certificate of Incorporation of the Registrant.
3.2** Form of Restated and Amended Certificate of Incorporation of the
Registrant to be effective upon the effective time of the Merger.
3.3*** Bylaws of the Registrant.
3.4** Form of Restated and Amended Bylaws to be effective upon the effective
time of the Merger.
4.1** Restructuring and Merger Agreement dated as of May 28, 1996 by and
between the Registrant and Morrison Knudsen Corporation.
4.2** Form of Warrant Agreement by and between the Registrant and Norwest
Bank Minnesota, N.A., as Warrant Agent, including form of specimen
certificate for the Registrant's Warrants attached as Exhibit A
thereto.
4.3* Form of Registration Rights Agreement by and between the Registrant
and the holders of stock to be listed on Schedule I thereto.
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* Incorporated by reference to Exhibit 1 of the Registrant's Quarterly Report
on Form 10-Q for the quarter ended February 29, 1996.
** Incorporated by reference to Exhibits 1 through 5 to the Registrant's Proxy
Statement for the Special Meeting to be held on September 11, 1996 filed
with the Securities and Exchange Commission on Schedule 14A on August 22,
1996.
*** Incorporated by reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4 (No. 33-63862) dated June 3, 1993, as amended.
