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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 6, 1995
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MORRISON KNUDSEN CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
I-8889 82-0393735
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(Commission File Number) (I.R.S. Employer Identification No.)
Morrison Knudsen Plaza, Boise, Idaho 83729
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(Address of Principal Executive Offices) (Zip Code)
(208) 386-5000
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(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Material Important Events.
On March 6, 1995, the Company announced the possible dispositions of its equity
investments in MK Gold Company, MK Rail Corporation and McConnell Dowell
Corporation, the sale of its subsidiary, Western Aircraft, Inc. and of its
investment in American Bank in Poland. See the press release which is attached
hereto as Exhibit 1.
On March 9, 1995, the Company announced the elections of Robert A. Tinstman as
a Director and President and Chief Executive Officer, Stephen G. Hanks as
Executive Vice President and Chief Legal Officer, and Denis M. Slavich as
Executive Vice President and Chief Financial Officer. See the press release
which is attached hereto as Exhibit 2.
At its meeting held on March 8, 1995, the Board of Directors of the Company
resolved that the Annual Meeting of Stockholders of the Company will be held on
Friday, June 2, 1995 at the Company's World Headquarters Complex in Boise,
Idaho.
The Company has been served with the following lawsuits:
Michael Weiss vs. Morrison Knudsen Corporation, U.S. District Court
Case No. CIV95-0108-9-EJL;
Ellie M. Flinn vs. William J. Agee, et al., Fourth Judicial District,
State of Idaho, Case No. CVOC9500765D;
Theodore E. Nelson vs. Morrison Knudsen Corporation, U. S. District
Court, State of Tennessee, Case No. 95-1029;
Richard L. Jacobs, et al., vs. Morrison Knudsen Corporation, U. S.
District Court, State of Tennessee, Case NO. 95-1024; and
Daniel Wohlgelernter vs. MK Rail Corporation, State of Idaho, County
of Ada, Case No. CV OC 9500656D.
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Signature
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
(Registrant)
By: /s/ Stephen G. Hanks
March 14, 1995 -------------------------------------
Stephen G. Hanks
Executive Vice President and
Chief Legal Officer
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EXHIBIT 1
MORRISON KNUDSEN CORPORATION NEWS RELEASE
Morrison Knudsen Plaza/P. O. Box 73
Boise, Idaho 83729
Telex: 368439/Phone: (208) 386-5387 For Further Information Contact:
Fax: (208) 386-5065 Corporate Communications
FOR RELEASE:
MARCH 6, 1995
MK ANNOUNCES PLANNED SALE OF NON-CORE BUSINESSES
BOISE -- Morrison Knudsen Corporation announced today that as part of
the company's restructuring program, its Board of Directors has approved the
management strategic plan to explore the sale of a number of the company's
investments in non-core businesses. Included are the possible dispositions of
the company's equity investments in MK Gold Company (46.4%), MK Rail
Corporation (65%), and McConnell Dowell (63%). In addition, the company is also
pursuing the sale of its Boise-based subsidiary, Western Aircraft, Inc., a
corporate and general aviation maintenance service center, and its investment
in the American Bank of Poland.
William P. Clark, MK's acting chairman, said that the planned
divestitures will provide MK with financial flexibility and strengthen the
company's core construction, engineering, transit, mining, environmental and
operations & maintenance operations.
Boise-based MK Gold Company (NASDAQ-MKAU) is an international gold
mining company with anticipated North American production of more than 70,000
ounces of gold for fiscal year 1995.
MK Rail Corporation (NASDAQ-MKRL) designs, manufactures and
distributes locomotive components, provides fleet maintenance services for the
railroad industry and remanufactures locomotives.
McConnell Dowell, based in Melbourne, Australia, is a construction
company with operations in the Pacific Rim and Middle East.
Morrison Knudsen Corporation (MRN-NYSE), founded in 1912, serves the
world's construction, engineering, mining, environmental, industrial, power and
transportation markets as an engineer, contractor, and manufacturer.
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EXHIBIT 2
MORRISON KNUDSEN CORPORATION NEWS RELEASE
Morrison Knudsen Plaza/P. O. Box 73
Boise, Idaho 83729
Telex: 368439/Phone: (208) 386-5387 For Further Information Contact:
Fax: (208) 386-5065 Corporate Communications
FOR RELEASE:
MARCH 9, 1995
MORRISON KNUDSEN NAMES MANAGEMENT TEAM
BOISE -- Morrison Knudsen Corporation today announced that its Board
of Directors has named Robert A. Tinstman president and chief executive
officer. Tinstman, 48, formerly acting chief operating officer, was also
named to MK's Board of Directors. He previously served as president of MK's
Mining Group and earlier, as president of Morrison Knudsen Engineers, Inc. He
also headed MK's environmental operations. Tinstman has more than 26 years of
engineering experience, 20 with Morrison Knudsen.
In making the announcement, William P. Clark, acting chairman of the
board, said that once it is clear the new management team is operational, he
intends to return to his family ranch and business in Central California.
Clark, 63, who came on the Board late last year, has served as acting chairman
since February 10 of this year. He is former Secretary of Interior, National
Security Advisor to President Reagan, and Justice of the California Supreme
Court.
Stephen G. Hanks, has been named the company's executive vice
president and chief legal officer. A 16-year veteran of the company, Hanks,
44, has served as executive vice president - administration and finance, senior
vice president and secretary. He is an attorney, a certified public accountant
and holds an MBA from the University of Utah.
MK's Board also named Denis M. Slavich, 54, executive vice president
and chief financial officer. Before joining MK, Slavich had been vice
president - marketing for Fluor Daniel, Inc. He also held senior management
positions with Bechtel Group, Inc. for more than 20 years, including corporate
director, chief financial officer, and senior vice president. Slavich holds a
Ph.D. from the Massachusetts Institute of Technology, an MBA from the
University of Pittsburgh and a degree in electrical engineering from the
University of California.
"This new management team's priority is to stabilize the company and
refocus on its core businesses," said Tinstman. "More than ever before, the
company's new corporate management will work together, along with its operating
group executives, to face and overcome MK's substantial challenges."
Morrison Knudsen Corporation (MRN-NYSE), founded in 1912, serves the
world's construction, engineering, mining, environmental, industrial, power and
transportation markets as an engineer, contractor, and manufacturer.
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