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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
MORRISON KNUDSEN CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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[LOGO]
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS--SEPTEMBER 15, 2000
To the Stockholders of Morrison Knudsen Corporation:
A Special Meeting of Stockholders of Morrison Knudsen Corporation, a
Delaware corporation (the "Company"), will be held at the Central Plaza
Building of the Company's World Headquarters Office located at 720 Park
Boulevard in Boise, Idaho, on Friday, September 15, 2000, at 10:00 a.m., local
time, for the following purposes:
1. To consider and vote upon the amendment of the Company's certificate of
incorporation to change the name of the Company to "Washington Group
International, Inc."
2. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on August 11, 2000, are
entitled to notice of and to vote at the meeting or any postponement or
adjournment thereof. In order to ensure your representation at the meeting,
please complete the enclosed proxy and return it promptly in the accompanying
envelope, which requires no postage if mailed in the United States.
All stockholders are cordially invited to attend the Special Meeting.
Dated: August 16, 2000
BY ORDER OF THE BOARD OF DIRECTORS
Morrison Knudsen Corporation
Craig G. Taylor
Secretary
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MORRISON KNUDSEN PLAZA
720 PARK BOULEVARD
BOISE, IDAHO 83712
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PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
SEPTEMBER 15, 2000
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GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Morrison Knudsen Corporation, a
Delaware corporation (the "Company"), for use at a Special Meeting of
Stockholders to be held at the Central Plaza Building of the Company's World
Headquarters Office located at 720 Park Boulevard in Boise, Idaho, on Friday,
September 15, 2000, at 10:00 a.m., local time, and at any postponement or
adjournment thereof (the "Special Meeting"). Any proxy delivered pursuant to
this solicitation may be revoked by the person giving it at any time prior to
the exercise thereof (i) by filing a duly executed revocation instrument with
the Secretary of the Company, (ii) by delivering a duly executed proxy bearing
a later date or (iii) by appearing at the Special Meeting and voting in person.
This Proxy Statement and the related proxy are first being mailed to
stockholders commencing on or about August 16, 2000.
Voting Rights and Vote Required
The holders of record of shares of the Company's common stock (the "Common
Stock") at the close of business on August 11, 2000 (the "Record Date"), are
entitled to vote such shares at the Special Meeting. On the Record Date,
52,389,494 shares of Common Stock were outstanding and entitled to vote. The
holders of shares representing a majority of the voting power of the stock
issued and outstanding and entitled to vote, present in person or represented
by proxy, will constitute a quorum at the Special Meeting. A quorum is
necessary in order to transact business at the Special Meeting. Abstentions and
broker nonvotes will be counted for purposes of determining the presence or
absence of a quorum for the transaction of business.
Each share of Common Stock is entitled to one vote on all matters properly
brought before the Special Meeting. Approval of the amendment of the Company's
certificate of incorporation to change the name of the Company to "Washington
Group International, Inc." requires the affirmative vote of a majority of the
outstanding shares of Common Stock. Accordingly, abstentions and broker
nonvotes with respect to such matter will have the effect of negative votes.
Any other matter properly brought before the Special Meeting will require the
affirmative vote of a majority of the outstanding shares of Common Stock
represented at the Special Meeting and entitled to vote on such matters. With
respect to such other matters, abstentions and broker nonvotes will be treated
as shares not represented and not entitled to vote and, therefore, will have no
effect on the outcome of the vote on such matters.
Voting of Proxies
The shares of voting stock represented by all duly executed proxies received
in time for the Special Meeting will be voted in accordance with the directions
given by the stockholder executing the same. If no such directions are given,
the shares represented by such proxies will be voted FOR amending the Company's
certificate of incorporation to change the name of the Company.
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The Company knows of no other business to be brought before the Special
Meeting. However, if any other matters of which the Company is not now aware
are properly brought before the Special Meeting, the shares of voting stock
represented by all duly executed proxies will be voted on such matters in
accordance with the discretion of persons named as proxies therein.
Tabulation and Confidential Voting
Pursuant to the policies of the Company, representatives of Wells Fargo Bank
Minnesota, N.A. (formerly Norwest Bank Minnesota, N.A.) have been appointed to
serve as independent Inspectors of Election to supervise the voting of shares
at the Special Meeting. The Inspectors of Election will decide all questions
regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes. None of the Inspectors of Election is an
officer, employee or stockholder of the Company. In addition, the Company has
engaged Wells Fargo Bank Minnesota, N.A. to receive, inspect, tabulate and
maintain the confidentiality of proxies. The votes of stockholders will be held
in confidence except (i) when disclosure is mandated by law, (ii) in the case
of a contested vote of stockholders or (iii) when a stockholder expressly
requests otherwise.
Security Ownership of Certain Persons
The following table shows stock ownership information as of July 31, 2000,
for (i) the persons (as the term is used in Section 13(d)(3) of the Exchange
Act) known to the Company to beneficially own more than 5% of the Common Stock,
(ii) each director of the Company, (iii) each individual who acted as the
Company's chief executive officer during the Company's last completed fiscal
year and each of the four most highly compensated executive officers (other
than the chief executive officer) who were serving as executive officers of the
Company at the end of the last completed fiscal year (collectively, the "Named
Executives") and (iv) all current directors and executive officers of the
Company as a group:
<TABLE>
<CAPTION>
Common Stock
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Amount and Nature
of Beneficial Right to Acquire
Ownership as of within 60 days of Percent of
Name and Address of Beneficial July 31, 2000/2/ July 31, 2000/3/ Class/4/
Owners/1/ ----------------- ----------------- ----------
<S> <C> <C> <C>
Five Percent Owners:
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Dennis R. Washington.......... 20,326,542/5/ 116,907 38.73
c/o Washington Corporations
101 International Way
Missoula, Montana 59802
Royce Management Company...... 2,840,700/6/ 0 5.44
1414 Avenue of the Americas
New York, NY 10019
Directors:
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David H. Batchelder........... 144,110 134,110 *
Leonard R. Judd............... 82,220 77,220 *
Robert S. Miller, Jr.......... 59,951 59,951 *
Dorn Parkinson................ 206,448/7/ 201,448 *
Terry W. Payne................ 97,294 77,294 *
John D. Roach................. 61,448 51,448 *
Dennis R. Washington.......... 20,326,542/5/ 116,907 38.73
Named Executives:
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Stephen G. Hanks.............. 74,611 74,611 *
Roger J. Ludlam............... 50,000 50,000 *
Ambrose L. Schwallie.......... 11,100 0 *
Robert A. Tinstman............ 2,173 2,173 *
Dennis R. Washington.......... 20,326,542/5/ 116,907 38.73
Thomas H. Zarges.............. 106,730 106,730 *
All Directors and Executive
Officers as a Group:
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(20 persons).................. 21,374,824/8/ 1,033,080 40.00
</TABLE>
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* Indicates that the percentage of shares beneficially owned does not exceed 1%
of the class.
/1/Except as otherwise indicated, the mailing address of each person shown is
c/o Morrison Knudsen Corporation, 720 Park Boulevard, Boise, Idaho 83712.
/2/For purposes of this table, shares are considered to be "beneficially" owned
if the person directly or indirectly has the sole or shared power to vote or
direct the voting of the securities or the sole or shared power to dispose of
or direct the disposition of the securities, and a person is considered to be
the beneficial owner of shares if that person has the right to acquire the
beneficial ownership of the shares within 60 days of July 31, 2000. Unless
otherwise noted, the beneficial owners have sole voting and dispositive power
over their shares listed in this column.
/3/Indicates shares included in the amounts shown to be beneficially owned as
of July 31, 2000, by reason of a right to acquire beneficial ownership
thereof within 60 days of such date.
/4/The percentages shown are calculated based upon the number of shares of the
Common Stock shown in the second column of this table, which includes shares
that the stockholder has the right to acquire beneficial ownership of within
60 days of July 31, 2000.
/5/Such shares include 828,000 shares held by D.W. Holdings, Inc., which is
wholly owned by Mr. Washington and as to which Mr. Washington may be deemed
to be the beneficial owner, and exclude 77,838 shares held by Mr.
Washington's wife as to which Mr. Washington disclaims beneficial ownership.
/6/Based on Schedule 13G dated February 9, 2000, as filed with the Securities
and Exchange Commission by Royce & Associates, Inc. ("Royce"), Royce
Management Company ("RMC") and Charles M. Royce ("Mr. Royce") as a group.
Royce has sole voting and dispositive power as to 2,718,100 shares, RMC has
sole voting and dispositive power as to 122,600 shares and Mr. Royce may be
deemed to beneficially own the shares beneficially owned by Royce and RMC.
Mr. Royce disclaims beneficial ownership of such shares.
/7/Such shares include 5,000 shares held in joint tenancy with Mr. Parkinson's
wife as to which Mr. Parkinson shares voting and dispositive power and
exclude 5,000 shares held by Mr. Parkinson's wife as to which Mr. Parkinson
disclaims beneficial ownership.
/8/Such shares include 10,000 shares in joint tenancy by an officer with his
wife as to which such officer shares voting and dispositive power.
BUSINESS TO BE TRANSACTED
The Board of Directors of the Company has duly adopted a resolution (i)
proposing to amend the Company's certificate of incorporation to change the
Company's name to "Washington Group International, Inc.", (ii) declaring the
proposed amendment to be advisable and (iii) directing that the Special Meeting
be called for the consideration of the proposed amendment by the Company's
stockholders.
The Board of Directors has taken this action in connection with the recent
completion of the Company's acquisition of the Raytheon Engineers &
Constructors business from Raytheon Company. The Board of Directors believes
the proposed name change is advisable to reflect the Company's emergence as a
major new force among top-tier engineering and construction firms, with
increased depth and breadth of capabilities in fast growing markets such as
power, infrastructure, industrial/process and government services.
If the stockholders approve the proposed amendment by the required vote, the
Company will file a certificate setting forth the amendment with the Secretary
of State of the State of Delaware in order to effect the name change.
Stockholders will not be required to submit their stock certificates for
exchange. Following the effective date of the amendment changing the Company's
name, all new stock certificates issued by the Company will be overprinted
with, or otherwise bear, the Company's new name.
The Board of Directors recommends that stockholders vote FOR the amendment of
the
Company's certificate of incorporation to change the Company's name.
3
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SOLICITATION OF PROXIES
Proxies are being solicited from the Company's stockholders on behalf of the
Board of Directors. The cost of such solicitation will be borne by the Company.
In addition to the use of the mails, proxies may be solicited by the directors,
officers and employees of the Company by personal interview, telephone,
facsimile or telegram. Such persons will not be additionally compensated for
such solicitation but may be reimbursed for out-of-pocket expenses incurred in
connection therewith. Arrangements will also be made with brokerage houses and
other custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of the Common Stock held of record by such
brokerage houses and other custodians, nominees and fiduciaries, and the
Company will reimburse such brokerage houses and other custodians, nominees and
fiduciaries for reasonable out-of-pocket expenses incurred in connection
therewith. The Board of Directors intends to utilize the services of Georgeson
Shareholder Communications Inc., an investor relations, counseling and proxy
solicitation firm, in connection with this solicitation of proxies. Although
the exact cost of those services is not known at this time, it is anticipated
that the cost will be approximately $9,000.
Dated: August 16, 2000 BY ORDER OF THE BOARD OF DIRECTORS
Morrison Knudsen Corporation
Craig G. Taylor
Secretary
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MORRISON KNUDSEN CORPORATION
SPECIAL MEETING
OF
STOCKHOLDERS
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF MORRISON KNUDSEN CORPORATION
The undersigned hereby constitutes and appoints Stephen G. Hanks, Vincent
L. Kontny and Anthony S. Cleberg or any one of them, with full power of
substitution, as attorneys and proxies to appear and vote all of the shares of
common stock designated on the reverse side of this proxy card and which the
undersigned may be entitled to vote at the Special Meeting of Stockholders of
Morrison Knudsen Corporation (the "Company") to be held at the Central Plaza
Building of the Company's World Headquarters Office located at 720 Park
Boulevard, Boise, Idaho, on Friday, September 15, 2000, at 10:00 a.m., local
time, and at any and all postponements or adjournments thereof, on the amendment
to the Company's certificate of incorporation to change the name of the Company
to "Washington Group International, Inc." and on any other matters properly
brought before the meeting or any postponements or adjournments thereof. As to
the amendment of the Company's certificate of incorporation, the shares
designated on the reverse side of this proxy card and represented by this proxy
will be voted as directed by the stockholder or, where no direction is given,
will be voted FOR such amendment at the meeting. As to all such other matters,
the undersigned hereby confers discretionary authority, with all the powers
which the undersigned would possess if personally present.
Whether or not you expect to attend the meeting, you are urged to date,
execute and return this proxy, which may be revoked at any time prior to its
use. All votes received by Wells Fargo Bank Minnesota, N.A. will be kept
confidential except (i) when disclosure is mandated by law, (ii) in the case of
a contested vote of stockholders, or (iii) when a stockholder expressly requests
otherwise.
(Continued and to be signed on reverse side)
<PAGE>
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Morrison Knudsen Corporation, c/o Shareowner
Services(SM), P.O. Box 64873, St. Paul, MN 55164-0873.
Please detach here
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
---
The amendment to the Company's certificate
of incorporation to change the name of the
Company to "Washington Group International,
Inc." [_] For [_] Against [_]Abstain
Address Change? Mark Box [_] Indicate changes below: Date _____________________
Signatures(s) in Box
Please sign your name exactly as it
appears printed hereon. Executors,
administrators, guardians, officers of
corporations and others signing in a
fiduciary capacity should sign their
full title as such. Each joint tenant
should sign.
