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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT: MARCH 19, 1997
MORRISON KNUDSEN CORPORATION
(formerly Washington Construction Group, Inc.)
Commission File Number 1-12054
A Delaware corporation
IRS Employer Identification No. 33-0565601
MORRISON KNUDSEN PLAZA, BOISE, IDAHO 83729
208/386-5000
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ITEM 5. OTHER MATERIAL IMPORTANT EVENTS.
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On March 19, 1997, Dennis R. Washington, Chairman of the Board and the
owner of more than 5% of the Company's common stock, filed with the Securities
and Exchange Commission an amendment to his Schedule 13D in which Mr. Washington
discloses that he has indicated an interest in exploring the possible sale to
the Company of his equity interest in a copper and molybdenum mine in Butte,
Montana in exchange for newly issued shares of the Company's common stock. See
the attached press release dated March 20, 1997 filed as Exhibit 99.1 hereto and
incorporated herein by this reference.
SIGNATURE
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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 thereunto duly authorized.
MORRISON KNUDSEN CORPORATION
March 20, 1997 By: /s/ Stephen G. Hanks
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Stephen G. Hanks
Executive Vice President, Chief
Legal Officer and Acting Chief
Financial Officer
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EXHIBIT 99.1
MORRISON KNUDSEN CORPORATION
NEWS RELEASE
Morrison Knudsen Plaza/P.O. Box 73
Boise, Idaho 83729
Telex: 368439/Phone: (208) 386-6611
Fax: (208) 386-5065
For Further Information Contact: Brent D. Brandon
Vice President Corporate Communications
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FOR RELEASE:
March 20, 1997
MK TO EXPLORE POSSIBLE PURCHASE OF INTEREST
IN MONTANA COPPER MINE
BOISE -- Morrison Knudsen Corporation (NYSE-MK) announced today that Dennis
R. Washington, Chairman of the Board and owner of approximately 37.55 percent of
the outstanding shares of common stock of the Company, filed with the Securities
and Exchange Commission an amendment to his Schedule 13-D (a document that
indicates ownership in publicly held companies and the intent regarding such
ownership).
The amendment discloses that Mr. Washington has indicated an interest in
exploring the possible sale to the Company of his equity interest in a copper
and molybdenum mine in Butte, Montana in exchange for newly issued shares of
Common Stock having a value of approximately $125 million, based upon recent
trading values for the Common Stock. The mine is owned and operated by a
partnership, of which Mr. Washington owns a 50.1% equity interest through a
wholly owned corporation, Montana Resources, Inc., and a company controlled by
Asarco Inc., which owns the other 49.9%.
The Company's Board of Directors has appointed a special committee of the
Board (comprised of three directors who are not representatives of Mr.
Washington) to evaluate, and make a recommendation to the Board regarding such a
transaction. The special committee has retained independent counsel and is in
the process of selecting a financial advisor to assist it with respect to these
matters. The amendment stated that any such transaction between Mr. Washington
and the Company would be subject to a number of conditions, including approval
by the special committee, satisfaction of contractual rights, if any, that
Asarco may have under the partnership agreement and the then current trading
value of the Common Stock. There can be no assurance that Mr. Washington and
the Company will continue to pursue a potential transaction, that such a
transaction will be completed or if completed as to the timing or terms of any
such transaction.
This news release is being issued in connection with the amendment to Mr.
Washington's Schedule 13-D. Morrison Knudsen does not ordinarily comment on
matters relating to potential acquisition or disposition transactions and will
have no further comment on such matters until the Company deems it appropriate
to do so.
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