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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0058
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 Estimated average burden
hours per response. . 2.50
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FORM 12B-25 SEC FILE NUMBER
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NOTIFICATION OF LATE FILING
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CUSIP NUMBER
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(CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K /x/Form 10-Q / /Form N-SAR
For Period Ended: August 31, 1996
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM, PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
MORRISON KNUDSEN CORPORATION (FORMERLY WASHINGTON CONSTRUCTION GROUP, INC.)
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Full Name of Registrant
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Former Name if Applicable
Morrison Knudsen Plaza
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Address of Principal Executive Office (STREET AND NUMBER)
Boise, Idaho 83729
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
/x/ (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
(SEE EXHIBIT A)
(ATTACH EXTRA SHEET IF NEEDED)
SEC 1344 (11-91)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Stephen G. Hanks 208 386-6176
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such
shorter) period that the registrant was required to file such reports)
been filed? If answer is no, identify report(s).
/x/ Yes / / No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
/x/ Yes / / No
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If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
(SEE EXHIBIT A)
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MORRISON KNUDSEN CORPORATION (FORMERLY WASHINGTON CONSTRUCTION GROUP, INC.)
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date October 16, 1996 By /s/ Stephen G. Hanks
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Stephen G. Hanks
Executive Vice President, Chief Legal Officer
and Acting Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule O-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulations S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
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EXHIBIT A
PART III - NARRATIVE
The registrant, whose fiscal year ended November 30, 1995, cannot file its
quarterly report on Form 10-Q for the quarter ended August 31, 1996 within the
prescribed time period because the registrant is continuing to compile financial
information necessary to complete its Form 10-Q. In particular, the
registrant is evaluating certain matters which may require the recognition of
loss provisions as described in Part IV below.
PART IV - OTHER INFORMATION
The registrant is evaluating, as of the date hereof, certain matters including
(i) potential liability for environmental remediation, (ii) accruals for taxes
other than income taxes, and (iii) assessment of the carrying amount of an
asset held for sale. Although the status of such evaluations makes it
impossible as of the date hereof to reasonably estimate the results of
operations for the three and nine month periods ended August 31, 1996, the
matters referred to above could result in a net loss being reported for each
of such periods. Net income for the three and nine month periods ended August
31, 1995 was $3.0 million and $5.2 million, respectively.
