SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended: June 30, 1995
Commission File Number: 1-5642
DRAVO CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 25-0447860
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Oliver Plaza, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 566-3000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
The number of shares outstanding of each of the registrant's classes of common
stock as of July 31, 1995:
Title of Class Shares Outstanding
Common Stock, $1.00 par value 14,700,296
DRAVO CORPORATION AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION
Page No.
Consolidated Balance Sheets at June 30, 1995
and December 31, 1994 3, 4
Consolidated Statements of Operations for the
Quarters ended June 30, 1995 and 1994 5
Consolidated Statements of Operations for the
Six months ended June 30, 1995 and 1994 6
Consolidated Statements of Cash Flows for the
Quarters ended June 30, 1995 and 1994 7, 8
Notes to Consolidated Financial Statements 9 - 14
Management's Discussion and Analysis of Financial
Condition and Results of Operations 15, 16
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
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DRAVO CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
($ in 000's)
June 30, December 31,
1995 1994
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 399 $ 2,027
Accounts receivable, net 24,811 140,602
Notes receivable, net 1,421 2,803
Inventories 13,433 12,638
Other current assets 2,409 2,067
Total current assets 42,473 160,137
Advances to and equity in joint ventures 2,384 2,536
Notes receivable 3,614 5,061
Other assets 19,805 21,281
Deferred income taxes 24,853 24,853
Property, plant and equipment 215,084 195,333
Less: accumulated depreciation and
amortization 104,678 101,872
Net property, plant and equipment 110,406 93,461
Total assets $203,535 $307,329
See accompanying notes to consolidated financial statements.
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DRAVO CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
($ in 000's)
June 30, December 31,
1995 1994
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term notes $ 6,080 $ 85,077
Accounts payable - trade 18,213 36,257
Income taxes 621 352
Accrued insurance 1,226 2,265
Accrued retirement contribution 909 2,388
Net liabilities of discontinued operations 8,859 13,547
Other current liabilities 7,683 13,912
Total current liabilities 43,591 153,798
Long-term notes 49,438 42,440
Net liabilities of discontinued operations 5,904 8,445
Other liabilities 6,091 5,900
Redeemable preference stock:
Par value $1, issued 200,000 shares:
Series D, $12.35 cumulative, convertible,
exchangeable (entitled in liquidation to
$20.0 million) 20,000 20,000
Shareholders' equity:
Preference stock, par value $1, authorized
1,878,870: Series B, $2.475 cumulative,
convertible; issued 27,386 and 28,386 shares
(entitled in liquidation to $1.5 million and
$1.6 million); 26 28
Series D, reported above
Common stock, par value $1, authorized
35,000,000 shares; issued 15,038,771
and 14,985,839 15,039 14,986
Other capital 63,920 63,554
Retained earnings 4,005 18
Treasury stock at cost:
Common shares 345,691 and 119,221 (4,479) (1,840)
Total shareholders' equity 78,511 76,746
Total liabilities and shareholders' equity $203,535 $307,329
See accompanying notes to consolidated financial statements.
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DRAVO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(unaudited, $ in 000's, except per share data)
Quarters ended June 30,
1995 1994
Revenue $ 35,697 $ 72,628
Cost of revenue 26,217 59,982
Gross profit 9,480 12,646
Selling, general and administrative expenses 5,502 7,337
Earnings from operations 3,978 5,309
Other income (expense):
Equity in earnings of joint ventures 234 441
Other income 3 210
Interest income 0 212
Interest expense (1,291) (2,397)
Net other income (expense) (1,054) (1,534)
Earnings before taxes 2,924 3,775
Provision for income taxes 206 626
Net earnings 2,718 3,149
Preference dividends 634 636
Net earnings available
for common shares $ 2,084 $ 2,513
Earnings per share:
Operations $ 0.14 $ 0.17
Weighted average shares outstanding 14,896 14,923
See accompanying notes to consolidated financial statements.
-5-
DRAVO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(unaudited, $ in 000's, except per share data)
Six Months ended June 30,
1995 1994
Revenue $ 69,602 $ 130,309
Cost of revenue 51,421 110,089
Gross profit 18,181 20,220
Selling, general and administrative expenses 10,693 14,816
Earnings from operations 7,488 5,404
Other income (expense):
Equity in earnings of joint ventures 468 778
Other income 182 616
Interest income 75 344
Interest expense (2,564) (4,638)
Net other income (expense) (1,839) (2,900)
Earnings before taxes 5,649 2,504
Provision for income taxes 396 626
Earnings before cumulative
accounting change 5,253 1,878
Cumulative effect of accounting change -- (1,361)
Net earnings 5,253 517
Preference dividends 1,268 1,273
Net earnings (loss) available
for common shares $ 3,985 $ (756)
Earnings (loss) per share:
Operations $ 0.27 $ 0.04
Cumulative effect of accounting change -- (0.09)
Total $ 0.27 $ (0.05)
Weighted average shares outstanding 14,908 14,855
See accompanying notes to consolidated financial statements.
-6-
DRAVO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited, $ in 000's)
Six Months ended June 30,
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 5,253 $ 1,878
Adjustments to reconcile net earnings
to net cash provided (used) by continuing
operations activities:
Depreciation and amortization 4,297 8,722
Change in accounting principle -- (1,361)
Gain on sale of assets -- (616)
Equity in joint ventures 152 (194)
Changes in assets and liabilities:
Increase in accounts receivable (4,673) (1,448)
Decrease in notes receivable 329 670
Decrease (increase) in inventories (795) 2,594
Increase in other current assets (68) (2,575)
Increase (decrease) in accounts payable
and accrued expenses (26,111) 12,332
Increase in taxes payable 269 346
Decrease (increase) in other assets 1,476 (2,870)
Decrease in deferred tax asset -- 413
Increase in other liabilities 191 75
Net cash provided (used) by continuing
operations activities (19,680) 17,966
Decrease in net liabilities of discontinued
operations (6,929) (3,866)
Proceeds from repayment of notes receivable
from sale of discontinued operations 2,200 800
Net cash used by discontinued operations
activities (4,729) (3,066)
Net cash provided (used) by operating
activities (24,409) 14,900
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets 120,464 1,021
Additions to property, plant and equipment (22,196) (18,079)
Other, (net) 1 1
Net cash provided (used) by investing activities $ 98,269 $(17,057)
See accompanying notes to consolidated financial statements.
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DRAVO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited, $ in 000's)
Six Months ended June 30,
1995 1994
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowing under revolving credit
agreements $ 13,148 $ 4,700
Principal payments under long-term notes (85,148) (1,016)
Proceeds from issuance of common stock 419 41
Purchase of treasury stock (2,639) --
Dividends on preference stock (1,268) (1,273)
Net cash provided (used) by financing activities (75,488) 2,452
Net increase (decrease) in cash and
cash equivalents (1,628) 295
Cash and cash equivalents at beginning of
period 2,027 808
Cash and cash equivalents at end of period $ 399 $ 1,103
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest (net of amount capitalized) $ 3,073 $ 4,558
Income tax 127 (133)
See accompanying notes to consolidated financial statements.
-8-
DRAVO CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Basis of Presentation
The accompanying consolidated financial statements include the accounts
of Dravo Corporation and its majority-owned subsidiaries (the company).
The principal subsidiaries are Dravo Lime company, one of the nation's
largest lime producers, and Dravo Basic Materials Company, Inc. (DBM).
The company completed a transaction on December 30, 1994 in which it sold
substantially all the assets and certain liabilities of DBM. The assets
and liabilities sold have been removed from the company's June 30, 1995
and December 31, 1994 balance sheets. The June 30, 1994 statement of
operations includes the results of DBM for the quarter. Significant
intercompany balances and transactions have been eliminated in the
consolidation process.
These unaudited consolidated financial statements include all adjustments,
consisting only of normal, recurring accruals, which management considers
necessary for a fair presentation of the company's consolidated financial
position, results of operations, and cash flows for the interim periods
presented. Certain reclassifications of previously reported balances have
been made to conform to the current period's presentation.
(2) Inventories
Inventories are classified as follows:
($ in 000's)
June 30, December 31,
1995 1994
Finished goods $ 1,751 $ 1,834
Materials and supplies 11,682 10,804
Net inventories $13,433 $12,638
Inventories are valued at average production cost or market, whichever is
lower. The cost of products produced includes raw materials, direct
labor, and operating overhead.
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DRAVO CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(3) Contingent Liabilities
The company has been notified by the federal Environmental Protection
Agency (EPA) that the EPA believes the company is a potentially
responsible party (PRP) for the clean-up of soil and groundwater
contamination at four subsites in Hastings, Nebraska. The Hastings site
is one of the EPA's priority sites for taking remedial action under the
Comprehensive Environmental Response, Compensation and Liability Act
(CERCLA).
At one of these subsites, a municipal landfill, the company believes it
could not have disposed of hazardous wastes at the particular subsite
because the landfill was closed prior to the time the company and its
predecessor initiated the operation which generated the type of hazardous
substances found at this subsite. Other PRPs, including the local
municipality, have agreed to perform the remedial investigation and to
design soil and groundwater remedies at this subsite. The company has
agreed to participate in an EPA initiated allocation proceeding for this
subsite.
The company has also been notified by EPA that EPA considers it a PRP at
another municipal landfill in Hastings. At least three other parties
(including the City of Hastings) are considered by EPA to be PRPs at this
second subsite. At this subsite, the company has concluded that the City
of Hastings is responsible for a proper closure of the landfill and the
remediation of any release of hazardous substances. In January, 1994, EPA
invited the company and the other PRPs to make an offer to conduct a
remedial investigation and feasibility study (RI/FS) of this subsite and
stated that the EPA was in the process of preparing a work plan for the
RI/FS. None of the PRPs has volunteered to undertake the RI/FS.
With respect to the third subsite, the company and two other PRPs have
been served with administrative orders directing them to undertake soil
remediation and interim groundwater remediation at that subsite. The
company is currently complying with these orders while reserving its right
to seek reimbursement from the United States for its costs if it is
determined it is not liable for response costs or if it is required to
incur costs because of arbitrary, capricious or unreasonable requirements
imposed by the EPA.
The EPA has taken no legal action with respect to its demand that the
company and the other PRPs pay its past response costs. A total of five
parties have been named by the EPA as PRPs at this subsite, but two of
them have been granted de minimis status. The company believes other
persons should also be named as PRPs.
The fourth subsite is a former naval ammunition depot which was
subsequently converted to an industrial park. The company and its
predecessor owned and operated an HVAC facility in this industrial park.
To date the company's investigation indicates that it did not cause the
release of hazardous substances in this subsite during the time it owned
and operated the facility. The United States has undertaken to conduct
the remediation of this subsite.
-10-
DRAVO CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(3) Contingent Liabilities (continued)
In addition to subsite clean-up, the EPA is seeking a clean-up of area-
wide contamination associated with all of the subsites in and around
Hastings, Nebraska. The company, along with other Hastings PRPs, has
recommended that the EPA adopt institutional controls as the area-wide
remedy in Hastings. EPA has indicated some interest in this proposal but
has decided to first conduct an area-wide remedial investigation before
choosing a remedy.
On August 10, 1992 the company filed suit in the Alabama District Court
against its primary liability insurance carriers and one of its
predecessor's insurers, seeking a declaratory judgment that the company
is entitled to a defense and indemnity under its contracts of insurance
(including certain excess policies provided by one of the primary
carriers) with regard to the third Hastings subsite. The company recently
settled the claim against its predecessor's insurer, but the case against
the company's insurers is still in litigation. An award of punitive
damages is also being sought against the company's insurers for their bad
faith in failing to investigate the company's claim and/or denying the
company's claim. The company has notified its primary and excess general
liability carrier, as well as the excess carrier of its predecessor, of
the receipt of its notice of potential liability at the first, second and
fourth subsites.
Estimated total clean-up costs, including capital outlays and future
maintenance costs for soil and groundwater remediation of approximately
$18 million, are based on independent engineering studies. Included in
the discontinued operations provision is the company's estimate that it
will participate in 33 percent of these remediation costs. The company's
estimated share of the costs is based on its assessment of the total
clean-up costs, its potential exposure, and the viability of other named
PRPs.
In 1990, the company filed an action now pending in Luzerne County,
Pennsylvania alleging breach of contract and unjust enrichment arising out
of the termination of a construction contract for the Hazleton
Gasification Facility Expansion. The suit named as defendants Continental
Energy Associates (CEA), the project owner; Continental Cogeneration
Corporation (CCC), the general partner of CEA; and Swiss Bank Corporation,
the project lender. CEA and CCC filed a separate suit against the company
which, as amended, seeks damages for breach of contract, negligent design
and construction, negligent misrepresentation, fraud and tortious
interference with the contract of surety. The two suits, along with a
third action commenced by CEA and CCC against the company's surety, the
Insurance Company of North America, have been consolidated. Documents
produced by CEA and CCC during the course of discovery allege claims at
an amount from approximately $10 million to approximately $35 million.
However, the construction contract contains a provision limiting damages
to the value of the contract (a net of approximately $10 million) which
the company would seek to have specifically enforced.
-11-
DRAVO CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(3) Contingent Liabilities (continued)
In late 1994, both CEA and CCC filed for protection from creditors under
Chapter 11 of the United States Bankruptcy Code. In January 1995, the
Bankruptcy Court entered an order approving non-binding mediation of the
dispute with the company.
As a result of the mediation, CEA, CCC and the company have reached an
agreement setting forth the terms of a full and final settlement of the
dispute. The settlement is subject to approval of the Bankruptcy Court
and payment by the company of $2.8 million. The Court will conduct a
hearing on the proposed agreement August 14, 1995. The company's
contribution to the settlement will be charged against the previously
established reserve for discontinued operations.
Other claims and assertions made against the company will be resolved, in
the opinion of management, without material additional charges to
earnings.
The company has asserted claims that management believes to be
meritorious, but no estimate can be made at present of the timing or the
amount of recovery.
-12-
DRAVO CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(4) Discontinued Operations
In December, 1987, Dravo's Board of Directors approved a major
restructuring program which concentrated the company's future direction
exclusively on opportunities involving its natural resources business.
The plan included the sale or other disposition of the former Engineering
and Construction segment.
The remaining discontinued operations' assets and liabilities at June 30,
1995 and December 31, 1994 relate to non-cancelable leases, insurance,
environmental, legal and other matters associated with exiting the
engineering and construction business and are presented below:
($ in 000's) June 30, December 31,
1995 1994
Current assets:
Accounts and retainers receivable $ -- $ 24
Total current assets -- 24
Accounts and retainers receivable 444 444
Other 5,121 5,121
Total assets $ 5,565 $ 5,589
Current liabilities:
Accounts and retainers payable $ 63 $ 63
Accrued loss on leases 2,279 2,315
Other 6,517 11,193
Total current liabilities 8,859 13,571
Accrued loss on leases 4,534 5,632
Other 6,935 8,378
Total liabilities $ 20,328 $ 27,581
Net liabilities and accrued loss
on leases of discontinued operations $(14,763) $(21,992)
-13-
DRAVO CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(5) Pro forma Information
The company completed a transaction on December 30, 1994 in which it sold
to Martin Marietta Materials, Inc. (Martin Marietta), effective January
3, 1995, substantially all the assets of its construction aggregates
business. Assets sold included the assets, properties and leases of
Dravo Basic Materials Company, Inc. (DBM), a wholly-owned subsidiary of
the company, and Atchafalaya Mining Company, Inc. (AMC), a wholly-owned
subsidiary of DBM, used in the production, marketing, distribution and
sale of various aggregate products. Also sold was the capital stock of
Dravo Bahama Rock Limited (DBR), a wholly-owned foreign subsidiary of
DBM.
Pro forma data is provided below for comparative purposes only and does
not purport to be indicative of the results which actually would have
been obtained if the disposition had been effected on the pro forma
dates, or other results which may be obtained in the future.
The following pro forma statement of operations presents the results of
operations assuming the disposition had been completed as of the
beginning of 1994. Adjustments have been made to exclude the results of
DBM, to decrease interest expense for loans prepaid in early 1995 from
the sale proceeds, and to record interest income at overnight investment
rates for cash received in excess of liabilities paid.
($ in 000's, except per share data)
Quarters ended Six Months ended
June 30, June 30,
1995 1994 1995 1994
Actual Pro Forma Actual Pro Forma
Revenue $ 35,697 $ 31,238 $ 69,602 $ 61,301
Gross profit 9,480 8,552 18,181 15,381
Selling, general and
administrative expenses 5,502 4,321 10,693 8,767
Other income 237 825 725 1,660
Interest expense (1,291) (1,176) (2,564) (2,303)
Earnings before taxes 2,924 3,880 5,649 5,971
Income tax expense 206 272 396 418
Earnings from continuing
operations 2,718 3,608 5,253 5,553
Earnings per share,
continuing operations 0.14 0.20 0.27 0.29
-14-
DRAVO CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The company completed a transaction on December 30, 1994 in which it sold
to Martin Marietta Materials, Inc., effective January 3, 1995,
substantially all the assets of its construction aggregates business,
Dravo Basic Materials Company, Inc. (DBM). As a result, the company has
one principal operating subsidiary, Dravo Lime Company, a major U. S. lime
producer.
The statements of operations for the quarter and six month periods ending
June 30, 1994 include DBM. For a more meaningful comparison, the current
year's results should be compared to last year's results on a pro forma
basis. The pro forma results assume the DBM sales transaction occurred
prior to 1994 and are presented in Note 5 of the Notes to Consolidated
Financial Statements.
Second quarter earnings were $2.7 million, or 14 cents per common share,
compared to $3.1 million, or $.17 per share, last year. Gross profit from
lime operations was up $725,000 over the year ago quarter as the demand
for lime continues to be very strong. While selling, administrative and
interest expenses were significantly lower than last year, they did not
offset the income generated by DBM in the second quarter of 1994. The
second quarter typically was a strong period for DBM. Administrative
expenses were higher than anticipated due to costs in closing the
company's offices in Mobile, Alabama and start-up costs associated with
outsourcing of the company's mainframe computer and payroll functions.
Year-to-date earnings of $5.3 million, or 27 cents per share, far exceeded
last year's earnings of $517,000, or a loss of five cents per share after
payment of preferred dividends. The improvement reflects strong demand
for lime from electric utilities and key non-utility markets, particularly
steel and pulp & paper. Also contributing to the net earnings
improvement was a substantial reduction in general and administrative
expenses due to reduced personnel levels and interest expense as the
company used the proceeds from the DBM sale to reduce debt. Last year's
results included a $1.4 million charge, nine cents per share, related to
adoption of Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits".
Significant changes in the company's balance sheet from year-end 1994 to
June 30, 1995 occurred as a result of the collection of $120.5 million on
January 3, 1995 from the sale of DBM's assets. The proceeds were used to
reduce debt over $85 million, satisfy DBM's accounts payable and finance
ongoing capital projects.
Capital expenditures of $17 million are primarily due to construction of
two new lime kilns and related material handling equipment at the
company's Black River lime facility in northern Kentucky. The expansion
of the Black River facility is nearly complete. Delays in the completion
of the product handling and loadout phases of the project and a prolonged
start-up period for the new kilns are currently being resolved.
-15-
DRAVO CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Also, an aggregates plant is currently under construction at the company's
Longview lime facility near Birmingham, Alabama. The plant will enable
Longview to convert overburden that is unsuitable for lime production into
marketable material, thus reducing lime production costs.
In July, the company's Board of Directors approved a $20 million expansion
project for a new kiln and upgrade of underground limestone mining
operations at the company's lime facility located near Maysville,
Kentucky. The expansion is expected to be completed by the end of 1996
and will increase production capacity by 350,000 tons.
On May 15, 1995, the company reached an agreement to settle a long-
standing dispute with Continental Energy Associates (CEA), the owner of
a coal gasification facility built by Dravo in Hazleton, Pennsylvania.
Currently in reorganization, CEA has committed as part of this agreement
to seek approval for the settlement from the U. S. Bankruptcy Court. The
Court will conduct a hearing on the proposed agreement August 14, 1995.
If approved, all disputes between the various parties involved in the
matter would be resolved. The agreement calls for the company to make a
$2.8 million lump sum payment to CEA. The payment will be charged against
the previously established reserve for discontinued operations and,
therefore, will not impact current earnings.
-16-
DRAVO CORPORATION AND SUBSIDIARIES
PART II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders was held on April 27, 1995 in
Pittsburgh, Pennsylvania. Listed below are the proposals
submitted to shareholders in the company's Proxy Statement dated
March 27, 1995 and the results of the shareholder votes.
Election of two directors for a three year term:
For Withheld
Carl A. Gilbert 12,831,092 148,702
William G. Roth 12,746,494 180,100
Following the election, the company' Board of Directors
consisted of Mr. Gilbert, Mr. Roth, Mr. Arthur E. Byrnes, Mr.
James C. Huntington, Jr., Mr. William E. Kassling, and Mr.
Konrad M. Weis.
Election of Certified Public Accountants:
For Against Abstain
KPMG Peat Marwick 12,856,573 62,089 34,532
Shareholder proposal to amend the company's bylaws regarding
presentation of individuals nominated by a shareholder to be a
Director:
For Against Abstain
982,955 6,412,186 362,766
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following is filed as an exhibit to Part I of
this Form 10-Q:
Exhibit No. 11 - Statement re computation of
per share earnings.
(b) Reports on Form 8-K
The Company filed a Form 8-K reporting a change in accountants
auditing the company's qualified savings plan.
-17-
SIGNATURES
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.
DRAVO CORPORATION
(Registrant)
Date: August 11, 1995 /s/ERNEST F. LADD III
Ernest F. Ladd III
Executive Vice President and
Chief Financial Officer
Date: August 11, 1995 /s/LARRY J. WALKER
Larry J. Walker
Vice President and Controller
(Principal Accounting Officer)
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