<PAGE>
Registration No. 33-81038
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
AMENDMENT NO. 1 TO
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)
MORRISON KNUDSEN CORPORATION AMENDED AND RESTATED STOCK OPTION PLAN
(Formerly named the 1994 Stock Option and Incentive Plan for
Officers, Directors and Key Employees 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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
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 732,402 $13.3125 $9,750,101.60 $2,954.58
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
</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 Morrison
Knudsen Corporation Amended and Restated Stock Option Plan.
(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.
2
<PAGE>
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.
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 Morrison Knudsen Corporation Amended and Restated Stock Option
Plan.
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;
3
<PAGE>
(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 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
<PAGE>
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
- ------------------------ (Principal Executive Officer)
R.A. Tinstman
/s/ A. S. Cleberg Executive Vice President and Chief Financial Officer
- ------------------------ (Principal Financial Officer)
A. S. Cleberg
/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
<PAGE>
/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
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit
Number Description
- ------- -----------
4.1 The Morrison Knudsen Corporation Amended and Restated Stock Option
Plan (filed as Exhibit 10.10 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 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: MORRISON KNUDSEN CORPORATION AMENDED AND RESTATED STOCK OPTION PLAN
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-81038
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 Amendment No. 1 to Form S-8 Registration
Statement No. 33-81038 (the "Registration Statement") relating to 732,402
additional shares of common stock, par value $.01, of the Company (the "Subject
Securities"), to be acquired or distributed under the Morrison Knudsen
Corporation Amended and Restated Stock Option Plan, as amended (the "Stock
Option 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 Stock Option 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 Amendment No. 1 to the
Registration Statement of Morrison Knudsen Corporation on Form S-8 (File No. 33-
81038) in connection with the Morrison Knudsen Corporation Amended and Restated
Stock Option Plan, 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 Amendment No. 1 to Registration
Statement of Morrison Knudsen Corporation on Form S-8 (File No. 33-81038) to be
filed with the Securities and Exchange Commission in connection with the
Morrison Knudsen Corporation Amended and Restated Stock Option Plan, 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
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director or officer
or both, of Morrison Knudsen Corporation, A Delaware corporation (the
"Company"), does hereby appoint ROBERT A. TINSTMAN, JAMES E. MCCALLUM AND
STEPHEN G. HANKS, and each of them, jointly and severally, with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact and
agents (with full power and authority to act alone) to do any and all acts and
things and to execute any and all instruments which said attorneys-in-fact and
agents, or any one of them, may deem necessary or advisable to enable the
Company to comply the requirements of the Securities and Exchange Commission
(the "Commission") and any rules, regulations or requirements of any other
regulatory authority, whether federal, state or otherwise, in connection with
the filing under the Securities Act of 1933, as amended, of the any and all
amendments and post-effective amendments to the Company's Form S-8 Registration
Statement No. 33-81038 (collectively, the "Registration Statement"), relating to
the registration of interests in the Morrison Knudsen Corporation Amended and
Restated Stock Option Plan (formerly titled "The 1994 Stock Option and Incentive
Plan for Officers, Directors and Key Employees of Kasler Holding Company) and
shares of Morrison Knudsen Corporation Common Stock, $0.01 par value, to be
acquired under said Plan, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of the
Company to the Registration Statement filed with the Commission and to any
instruments or documents filed as a part of, as an exhibit to, or in connection
with said Registration Statement; and the undersigned does hereby ratify and
confirm as his own act and deed all that said attorneys-in-fact and agents, and
each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 11th
day of April, 1997.
/s/ D. H. Batchelder
-----------------------------------
D. H. Batchelder
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director or officer
or both, of Morrison Knudsen Corporation, A Delaware corporation (the
"Company"), does hereby appoint ROBERT A. TINSTMAN, JAMES E. MCCALLUM AND
STEPHEN G. HANKS, and each of them, jointly and severally, with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact and
agents (with full power and authority to act alone) to do any and all acts and
things and to execute any and all instruments which said attorneys-in-fact and
agents, or any one of them, may deem necessary or advisable to enable the
Company to comply the requirements of the Securities and Exchange Commission
(the "Commission") and any rules, regulations or requirements of any other
regulatory authority, whether federal, state or otherwise, in connection with
the filing under the Securities Act of 1933, as amended, of the any and all
amendments and post-effective amendments to the Company's Form S-8 Registration
Statement No. 33-81038 (collectively, the "Registration Statement"), relating to
the registration of interests in the Morrison Knudsen Corporation Amended and
Restated Stock Option Plan (formerly titled "The 1994 Stock Option and Incentive
Plan for Officers, Directors and Key Employees of Kasler Holding Company) and
shares of Morrison Knudsen Corporation Common Stock, $0.01 par value, to be
acquired under said Plan, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of the
Company to the Registration Statement filed with the Commission and to any
instruments or documents filed as a part of, as an exhibit to, or in connection
with said Registration Statement; and the undersigned does hereby ratify and
confirm as his own act and deed all that said attorneys-in-fact and agents, and
each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 11th
day of April, 1997.
/s/ L. R. Judd
-----------------------------------
L. R. Judd
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director or officer
or both, of Morrison Knudsen Corporation, A Delaware corporation (the
"Company"), does hereby appoint ROBERT A. TINSTMAN, JAMES E. MCCALLUM AND
STEPHEN G. HANKS, and each of them, jointly and severally, with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact and
agents (with full power and authority to act alone) to do any and all acts and
things and to execute any and all instruments which said attorneys-in-fact and
agents, or any one of them, may deem necessary or advisable to enable the
Company to comply the requirements of the Securities and Exchange Commission
(the "Commission") and any rules, regulations or requirements of any other
regulatory authority, whether federal, state or otherwise, in connection with
the filing under the Securities Act of 1933, as amended, of the any and all
amendments and post-effective amendments to the Company's Form S-8 Registration
Statement No. 33-81038 (collectively, the "Registration Statement"), relating to
the registration of interests in the Morrison Knudsen Corporation Amended and
Restated Stock Option Plan (formerly titled "The 1994 Stock Option and Incentive
Plan for Officers, Directors and Key Employees of Kasler Holding Company) and
shares of Morrison Knudsen Corporation Common Stock, $0.01 par value, to be
acquired under said Plan, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of the
Company to the Registration Statement filed with the Commission and to any
instruments or documents filed as a part of, as an exhibit to, or in connection
with said Registration Statement; and the undersigned does hereby ratify and
confirm as his own act and deed all that said attorneys-in-fact and agents, and
each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 11th
day of April, 1997.
/s/ W. C. Langley
-----------------------------------
W. C. Langley
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director or officer
or both, of Morrison Knudsen Corporation, A Delaware corporation (the
"Company"), does hereby appoint ROBERT A. TINSTMAN, JAMES E. MCCALLUM AND
STEPHEN G. HANKS, and each of them, jointly and severally, with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact and
agents (with full power and authority to act alone) to do any and all acts and
things and to execute any and all instruments which said attorneys-in-fact and
agents, or any one of them, may deem necessary or advisable to enable the
Company to comply the requirements of the Securities and Exchange Commission
(the "Commission") and any rules, regulations or requirements of any other
regulatory authority, whether federal, state or otherwise, in connection with
the filing under the Securities Act of 1933, as amended, of the any and all
amendments and post-effective amendments to the Company's Form S-8 Registration
Statement No. 33-81038 (collectively, the "Registration Statement"), relating to
the registration of interests in the Morrison Knudsen Corporation Amended and
Restated Stock Option Plan (formerly titled "The 1994 Stock Option and Incentive
Plan for Officers, Directors and Key Employees of Kasler Holding Company) and
shares of Morrison Knudsen Corporation Common Stock, $0.01 par value, to be
acquired under said Plan, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of the
Company to the Registration Statement filed with the Commission and to any
instruments or documents filed as a part of, as an exhibit to, or in connection
with said Registration Statement; and the undersigned does hereby ratify and
confirm as his own act and deed all that said attorneys-in-fact and agents, and
each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 11th
day of April, 1997.
/s/ R. S. Miller, Jr.
-----------------------------------
R. S. Miller, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director or officer
or both, of Morrison Knudsen Corporation, A Delaware corporation (the
"Company"), does hereby appoint ROBERT A. TINSTMAN, JAMES E. MCCALLUM AND
STEPHEN G. HANKS, and each of them, jointly and severally, with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact and
agents (with full power and authority to act alone) to do any and all acts and
things and to execute any and all instruments which said attorneys-in-fact and
agents, or any one of them, may deem necessary or advisable to enable the
Company to comply the requirements of the Securities and Exchange Commission
(the "Commission") and any rules, regulations or requirements of any other
regulatory authority, whether federal, state or otherwise, in connection with
the filing under the Securities Act of 1933, as amended, of the any and all
amendments and post-effective amendments to the Company's Form S-8 Registration
Statement No. 33-81038 (collectively, the "Registration Statement"), relating to
the registration of interests in the Morrison Knudsen Corporation Amended and
Restated Stock Option Plan (formerly titled "The 1994 Stock Option and Incentive
Plan for Officers, Directors and Key Employees of Kasler Holding Company) and
shares of Morrison Knudsen Corporation Common Stock, $0.01 par value, to be
acquired under said Plan, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of the
Company to the Registration Statement filed with the Commission and to any
instruments or documents filed as a part of, as an exhibit to, or in connection
with said Registration Statement; and the undersigned does hereby ratify and
confirm as his own act and deed all that said attorneys-in-fact and agents, and
each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 11th
day of April, 1997.
/s/ D. Parkinson
-----------------------------------
D. Parkinson
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director or officer
or both, of Morrison Knudsen Corporation, A Delaware corporation (the
"Company"), does hereby appoint ROBERT A. TINSTMAN, JAMES E. MCCALLUM AND
STEPHEN G. HANKS, and each of them, jointly and severally, with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact and
agents (with full power and authority to act alone) to do any and all acts and
things and to execute any and all instruments which said attorneys-in-fact and
agents, or any one of them, may deem necessary or advisable to enable the
Company to comply the requirements of the Securities and Exchange Commission
(the "Commission") and any rules, regulations or requirements of any other
regulatory authority, whether federal, state or otherwise, in connection with
the filing under the Securities Act of 1933, as amended, of the any and all
amendments and post-effective amendments to the Company's Form S-8 Registration
Statement No. 33-81038 (collectively, the "Registration Statement"), relating to
the registration of interests in the Morrison Knudsen Corporation Amended and
Restated Stock Option Plan (formerly titled "The 1994 Stock Option and Incentive
Plan for Officers, Directors and Key Employees of Kasler Holding Company) and
shares of Morrison Knudsen Corporation Common Stock, $0.01 par value, to be
acquired under said Plan, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of the
Company to the Registration Statement filed with the Commission and to any
instruments or documents filed as a part of, as an exhibit to, or in connection
with said Registration Statement; and the undersigned does hereby ratify and
confirm as his own act and deed all that said attorneys-in-fact and agents, and
each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 11th
day of April, 1997.
/s/ T. W. Payne
-----------------------------------
T. W. Payne
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director or officer
or both, of Morrison Knudsen Corporation, A Delaware corporation (the
"Company"), does hereby appoint ROBERT A. TINSTMAN, JAMES E. MCCALLUM AND
STEPHEN G. HANKS, and each of them, jointly and severally, with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact and
agents (with full power and authority to act alone) to do any and all acts and
things and to execute any and all instruments which said attorneys-in-fact and
agents, or any one of them, may deem necessary or advisable to enable the
Company to comply the requirements of the Securities and Exchange Commission
(the "Commission") and any rules, regulations or requirements of any other
regulatory authority, whether federal, state or otherwise, in connection with
the filing under the Securities Act of 1933, as amended, of the any and all
amendments and post-effective amendments to the Company's Form S-8 Registration
Statement No. 33-81038 (collectively, the "Registration Statement"), relating to
the registration of interests in the Morrison Knudsen Corporation Amended and
Restated Stock Option Plan (formerly titled "The 1994 Stock Option and Incentive
Plan for Officers, Directors and Key Employees of Kasler Holding Company) and
shares of Morrison Knudsen Corporation Common Stock, $0.01 par value, to be
acquired under said Plan, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of the
Company to the Registration Statement filed with the Commission and to any
instruments or documents filed as a part of, as an exhibit to, or in connection
with said Registration Statement; and the undersigned does hereby ratify and
confirm as his own act and deed all that said attorneys-in-fact and agents, and
each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 11th
day of April, 1997.
/s/ J. D. Roach
-----------------------------------
J. D. Roach
