<PAGE>
Registration No. 33-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------
MORRISON KNUDSEN CORPORATION
(FORMERLY WASHINGTON CONSTRUCTION GROUP, INC.)
(Exact name of registrant as specified in its charter)
DELAWARE 33-0565601
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
MORRISON KNUDSEN PLAZA, 720 PARK BOULEVARD, BOISE, IDAHO 83729
(Address, including zip code, of registrant's principal executive offices)
THE 1997 STOCK OPTION AND INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS OF MORRISON KNUDSEN CORPORATION
(Full Title of the Plan)
------
STEPHEN G. HANKS
EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND SECRETARY
MORRISON KNUDSEN CORPORATION
MORRISON KNUDSEN PLAZA, 720 PARK BOULEVARD, BOISE, IDAHO 83729; (208) 386-5000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
ROBERT DEAN AVERY
JONES, DAY, REAVIS & POGUE
555 W. FIFTH STREET, SUITE 4600
LOS ANGELES, CALIFORNIA 90013
(213) 489-3939
------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock of the par
value of $0.01 per share 500,000 $13.3125 $6,656,250 $2,017.05
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional Common Shares
as may become issuable pursuant to the antidilution provisions of the 1997
Stock Option and Incentive Plan for Non-Employee Directors of Morrison
Knudsen Corporation.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act, on the basis of the average of the high and low sale prices
for a share of Common Stock on the New York Stock Exchange on July 28, 1997,
within five business days prior to filing.
Exhibit Index Appears on Page 7
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Morrison Knudsen Corporation
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report for the fiscal year ended November 30,
1996 on Forms 10-K and 10-K/A;
(b) The Registrant's Quarterly Report for the fiscal quarter ended
February 28, 1997 on Form 10-Q and Quarterly Report for fiscal quarter ended May
31, 1997 on Forms 10-Q and 10-Q/A;
(c) All other reports filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(d) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, filed with the Commission on June 4, 1993,
and all amendments and reports filed for the purpose of updating that
description; and
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware empowers the
Registrant to indemnify, subject to the standards set forth therein, any person
who is a party in any action in connection with any action, suit or proceeding
brought or threatened by reason of the fact that the person was a director,
officer, employee or agent of the Registrant, or is or was serving as such with
respect to another entity at the request of the Registrant. The General
Corporation Law of Delaware also provides that the Registrant may purchase
insurance on behalf of any such director, officer, employee or agent.
The Registrant's Bylaws provide in effect for the indemnification by the
Registrant of each director and officer of the Registrant to the fullest extent
permitted by applicable law.
2
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The Registrant has purchased a directors and officers liability insurance
policy which insures, among other things, (i) the officers and directors of the
Registrant from any claim arising out of an alleged wrongful act by such persons
while acting as directors and officers of the Registrant and (ii) the Registrant
to the extent that it has indemnified the directors and officers for such loss.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 The 1997 Stock Option and Incentive Plan for Non-Employee Directors
of Morrison Knudsen Corporation.
5.1 Opinion of Jonathan M. Robertson, Associate General Counsel to the
Registrant, as to the validity of securities registered hereunder,
dated July 31, 1997.
23.1 Consent of Counsel (included in Exhibit 5.1 filed herewith).
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities
3
<PAGE>
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. The undersigned Registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boise, State of Idaho, on July 31, 1997.
MORRISON KNUDSEN CORPORATION
By: /s/ R. A. Tinstman
-------------------------------------
R.A. Tinstman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE
/s/ R. A. Tinstman President and Chief Executive Officer
- ----------------------------- and Director
R.A. Tinstman (Principal Executive Officer)
/s/ A. S. Cleberg Executive Vice President and Chief
- ----------------------------- Financial Officer
A. S. Cleberg (Principal Financial Officer)
/s/ D.L. Brigham Vice President and Controller
- ----------------------------- (Principal Accounting Officer)
D.L. Brigham
/s/ D. H. Batchelder * Director
- -----------------------------
D.H. Batchelder
/s/ L. R. Judd * Director
- -----------------------------
L.R. Judd
/s/ W. C. Langley * Director
- -----------------------------
W.C. Langley
/s/ R. S. Miller, Jr. * Director
- -----------------------------
R.S. Miller, Jr.
5
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/s/ D. Parkinson * Director
- -----------------------------
D. Parkinson
/s/ T. W. Payne * Director
- -----------------------------
T.W. Payne
/s/ J. D. Roach * Director
- -----------------------------
J. D. Roach
_______________________ Director
D.R. Washington
*S.G. HANKS, the undersigned attorney-in-fact, by signing his name hereto,
does hereby sign and execute this Registration Statement on behalf of the above
indicated directors (constituting a majority of the directors) pursuant to
powers of attorney filed with the Securities and Exchange Commission.
July 31, 1997
By: /s/ Stephen G. Hanks
---------------------------------------
Stephen G. Hanks, Attorney-in-fact
6
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EXHIBIT INDEX
Exhibit Exhibit
Number Description
- ------- -----------
4.1 The 1997 Stock Option and Incentive Plan for Non-Employee Directors
of Morrison Knudsen Corporation (filed as Exhibit 10.11 to the
Company's Form 10-K Annual Report for fiscal year ended November 30,
1996, as amended, and incorporated herein by reference.)
5.1* Opinion of Jonathan M. Robertson, Associate General Counsel to the
Registrant, as to the validity of securities registered hereunder,
dated July 31, 1997.
23.1* Consent of Counsel (included in Exhibit 5.1 filed herewith).
23.2* Consent of Coopers & Lybrand L.L.P.
23.3* Consent of KPMG Peat Marwick LLP
24.1* Powers of Attorney.
- --------------------
* Filed herewith
E-1
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
THE UNDERSIGNED HEREBY APPOINTS ROBERT A. TINSTMAN, JAMES E. MCCALLUM
and STEPHEN G. HANKS, and each of them, jointly and severally, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to execute, for him and on his behalf and in his name, place
and stead, and in any and all capacities, any and all Registration Statements
of Morrison Knudsen Corporation, a Delaware corporation (the "Company") and
any and all amendments thereto (including post-effective amendments) relating
to the registration of interests in the 1997 Stock Option and Incentive Plan
for Non-Employee Directors of Morrison Knudsen Corporation and shares of
Morrison Knudsen Corporation Common Stock, $0.01 par value, to be acquired
under said Plan and to deliver and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and grants unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 11th day of April, 1997.
/s/ D. H. Batchelder
----------------------
D. H. Batchelder
<PAGE>
POWER OF ATTORNEY
THE UNDERSIGNED HEREBY APPOINTS ROBERT A. TINSTMAN, JAMES E. MCCALLUM
and STEPHEN G. HANKS, and each of them, jointly and severally, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to execute, for him and on his behalf and in his name, place
and stead, and in any and all capacities, any and all Registration Statements
of Morrison Knudsen Corporation, a Delaware corporation (the "Company") and
any and all amendments thereto (including post-effective amendments) relating
to the registration of interests in the 1997 Stock Option and Incentive Plan
for Non-Employee Directors of Morrison Knudsen Corporation and shares of
Morrison Knudsen Corporation Common Stock, $0.01 par value, to be acquired
under said Plan and to deliver and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and grants unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 11th day of April, 1997.
/s/ L. R. Judd
----------------
L. R. Judd
<PAGE>
POWER OF ATTORNEY
THE UNDERSIGNED HEREBY APPOINTS ROBERT A. TINSTMAN, JAMES E. MCCALLUM
and STEPHEN G. HANKS, and each of them, jointly and severally, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to execute, for him and on his behalf and in his name, place
and stead, and in any and all capacities, any and all Registration Statements
of Morrison Knudsen Corporation, a Delaware corporation (the "Company") and
any and all amendments thereto (including post-effective amendments) relating
to the registration of interests in the 1997 Stock Option and Incentive Plan
for Non-Employee Directors of Morrison Knudsen Corporation and shares of
Morrison Knudsen Corporation Common Stock, $0.01 par value, to be acquired
under said Plan and to deliver and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and grants unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 11th day of April, 1997.
/s/ W. C. Langley
--------------------
W. C. Langley
<PAGE>
POWER OF ATTORNEY
THE UNDERSIGNED HEREBY APPOINTS ROBERT A. TINSTMAN, JAMES E. MCCALLUM and
STEPHEN G. HANKS, and each of them, jointly and severally, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to execute, for him and on his behalf and in his name, place
and stead, and in any and all capacities, any and all Registration Statements
of Morrison Knudsen Corporation, a Delaware corporation (the "Company") and
any and all amendments thereto (including post-effective amendments) relating
to the registration of interests in the 1997 Stock Option and Incentive Plan
for Non-Employee Directors of Morrison Knudsen Corporation and shares of
Morrison Knudsen Corporation Common Stock, $0.01 par value, to be acquired
under said Plan and to deliver and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and grants unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 11th day of April, 1997.
/s/ R. S. Miller, Jr.
-----------------------
R. S. Miller, Jr.
<PAGE>
POWER OF ATTORNEY
THE UNDERSIGNED HEREBY APPOINTS ROBERT A. TINSTMAN, JAMES E. MCCALLUM and
STEPHEN G. HANKS, and each of them, jointly and severally, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to execute, for him and on his behalf and in his name, place
and stead, and in any and all capacities, any and all Registration Statements
of Morrison Knudsen Corporation, a Delaware corporation (the "Company") and
any and all amendments thereto (including post-effective amendments) relating
to the registration of interests in the 1997 Stock Option and Incentive Plan
for Non-Employee Directors of Morrison Knudsen Corporation and shares of
Morrison Knudsen Corporation Common Stock, $0.01 par value, to be acquired
under said Plan and to deliver and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and grants unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 11th day of April, 1997.
/s/ D. Parkinson
------------------
D. Parkinson
<PAGE>
POWER OF ATTORNEY
THE UNDERSIGNED HEREBY APPOINTS ROBERT A. TINSTMAN, JAMES E. MCCALLUM
and STEPHEN G. HANKS, and each of them, jointly and severally, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to execute, for him and on his behalf and in his name, place
and stead, and in any and all capacities, any and all Registration Statements
of Morrison Knudsen Corporation, a Delaware corporation (the "Company") and
any and all amendments thereto (including post-effective amendments) relating
to the registration of interests in the 1997 Stock Option and Incentive Plan
for Non-Employee Directors of Morrison Knudsen Corporation and shares of
Morrison Knudsen Corporation Common Stock, $0.01 par value, to be acquired
under said Plan and to deliver and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and grants unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 11th day of April, 1997.
/s/ T. W. Payne
-----------------
T. W. Payne
<PAGE>
POWER OF ATTORNEY
THE UNDERSIGNED HEREBY APPOINTS ROBERT A. TINSTMAN, JAMES E. MCCALLUM
and STEPHEN G. HANKS, and each of them, jointly and severally, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to execute, for him and on his behalf and in his name, place
and stead, and in any and all capacities, any and all Registration Statements
of Morrison Knudsen Corporation, a Delaware corporation (the "Company") and
any and all amendments thereto (including post-effective amendments) relating
to the registration of interests in the 1997 Stock Option and Incentive Plan
for Non-Employee Directors of Morrison Knudsen Corporation and shares of
Morrison Knudsen Corporation Common Stock, $0.01 par value, to be acquired
under said Plan and to deliver and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and grants unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 11th day of April, 1997.
/s/ J. D. Roach
------------------
J. D. Roach
<PAGE>
EXHIBIT 5.1
MORRISON KNUDSEN CORPORATION
MORRISON KNUDSEN PLAZA
P. O. BOX 73/BOISE, IDAHO U.S.A. 83729
PHONE: (208)386-5000/TELEX: 368439
JONATHAN M. ROBERTSON DIRECT DIAL: 208-386-6194
ASSOCIATE GENERAL COUNSEL FAX NUMBER: 208-386-5833
July 31, 1997
Morrison Knudsen Corporation
Morrison Knudsen Plaza
Boise, Idaho 83707
RE: THE 1997 STOCK OPTION AND INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
OF MORRISON KNUDSEN CORPORATION - FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
I am Associate General Counsel of Morrison Knudsen Corporation, a Delaware
corporation (the "Company") and, in that capacity, I have acted as counsel for
the Company in the preparation of a Form S-8 Registration Statement (the
"Registration Statement") relating to 500,000 shares of common stock, par value
$.01, of the Company (the "Subject Securities"), to be acquired or distributed
under the 1997 Stock Option and Incentive Plan for Non-Employee Directors of
Morrison Knudsen Corporation (the "Non-Employee Directors' Plan"). This opinion
relates to the Subject Securities.
In connection with the preparation of the Registration Statement, I have
examined such corporate records and documents of the Company and certificates of
public officials and officers of the Company and other instruments relating to
the authorization and issuance of the Subject Securities as I have deemed
relevant and necessary for the opinion hereinafter expressed. In this
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as original documents and conformity to
original documents of all documents submitted to me as certified or photostatic
copies.
On the basis of the foregoing, it is my opinion that the Subject Securities have
been duly authorized by the Board of Directors of the Company and, when issued
in accordance with the terms and conditions of the Non-Employee Directors' Plan,
the Subject Securities will be validly issued and outstanding, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and further consent to the use of my name wherever appearing in the
Registration Statement.
Very truly yours,
/s/ Jonathan M. Robertson
Jonathan M. Robertson
JMR:smb
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Morrison Knudsen Corporation on Form S-8 in connection with the 1997 Stock
Option and Incentive Plan for Non-Employee Directors of Morrison Knudsen
Corporation, of our report which includes an explanatory paragraph regarding a
change in method of accounting for impairment of long-lived assets and an
emphasis of a matter paragraph regarding an environmental contingency, dated
February 24, 1997, on our audit of the consolidated financial statements and
financial statement schedule of Morrison Knudsen Corporation as of November 30,
1996, and for the year then ended, included in the Morrison Knudsen Corporation
1996 Annual Report on Forms 10K and 10K-A, which is incorporated herein by
reference.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boise, Idaho
July 28, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Morrison Knudsen Corporation:
We consent to the incorporation by reference in the Registration Statement of
Morrison Knudsen Corporation on Form S-8 to be filed with the Securities and
Exchange Commission in connection with the 1997 Stock Option and Incentive Plan
for Non-Employee Directors of Morrison Knudsen Corporation, of our report dated
January 12, 1996, relating to the consolidated balance sheet of Kasler Holding
Company and Subsidiaries as of November 30, 1995 and the related consolidated
statements of earnings, shareholders' equity and cash flows for each of the
years in the two year period ended November 30, 1995, which report appears in
the November 30, 1996 Morrison Knudsen Corporation annual report on Form 10-K/A.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Los Angeles, California
July 28, 1997
