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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 20, 1995
MORRISON KNUDSEN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
I-8889 82-0393735
(Commission File Number) (I.R.S. Employer Identification No.)
Morrison Knudsen Plaza, Boise, Idaho 83729
(Address of Principal Executive Offices) (Zip Code)
(208) 386-5000
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER MATERIAL IMPORTANT EVENTS.
On March 20, 1995, the Company announced an increase to the previously
announced preliminary unaudited net loss for the year ended December 31, 1994
to approximately $310 million. A copy of the press release is attached hereto
as Exhibit A.
On March 20, 1995, the Company announced that Acting Chairman William
P. Clark resigned from the Board of Directors of the Company. A copy of the
press release is attached hereto as Exhibit B.
On March 21, 1995, Zbigniew Brzezinski resigned as a Director of the
Company.
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)
March 24, 1995 By: /s/ Stephen G. Hanks
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Stephen G. Hanks
Executive Vice President and
Chief Legal Officer
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EXHIBIT A
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
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FOR RELEASE:
MARCH 20, 1995
MK REVISES PRELIMINARY 1994 NET LOSS ESTIMATE TO $310 MILLION
BOISE -- Morrison Knudsen Corporation announced today that additional
provisions for anticipated losses on uncompleted contracts are expected to
cause the preliminary unaudited net loss for the year ended December 31, 1994
to increase to approximately $310 million, up $135 million from an earlier
estimate. The revised, preliminary net loss for the fourth quarter is
approximately $275 million.
The company said the increased estimate is primarily due to
anticipated losses in its Transit Group. The loss reserves cover increased
costs associated with engineering changes and materials acquisition, as well as
contingencies to cover estimated delays in deliveries, principally associated
with two contracts: one for the design, engineering and manufacture of 113
intercity and commuter cars for Caltrans, and a second contract with Amtrak for
50 sleeper cars.
Increased loss reserves and write-downs in the company's 65% owned
subsidiary, MK Rail Corporation, its Infrastructure Group and its
Cleveland-based Engineering, Construction and Environmental Group also
increased the estimated loss.
MK said it expects to announce its final results at the end of March.
The company also said constructive discussions with its banks remain actively
in progress.
Morrison Knudsen Corporation (MRN-NYSE), which had a backlog of
business at the end of 1994 of $4.0 billion, serves the world's construction,
mining, transportation, environmental and industrial and power markets as an
engineer, contractor and manufacturer.
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EXHIBIT B
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
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FOR RELEASE:
MARCH 20, 1995
WILLIAM P. CLARK STEPS DOWN AS MK'S ACTING CHAIRMAN
BOARD TO NAME PERMANENT CHAIRMAN BY YEAR END
BOISE -- Morrison Knudsen Corporation announced today that Acting
Chairman William P. Clark has resigned from the company's Board of Directors to
return to prior family and professional commitments.
Clark, 63, joined Morrison Knudsen's Board in 1994 and agreed to serve
as temporary chairman six weeks ago following the resignation of former MK CEO,
William J. Agee. Clark said he accepted the position on an emergency basis to
determine the true facts surrounding the company's operational and financial
condition and to put in place a new management team. "Both purposes have been
met," said Clark in a letter delivered today to employees and shareholders.
In the letter, Clark also commended "courageous employees -- active
and retired -- who came forward to reveal relevant facts and opinions in the
vital interest of the company." To all employees he said, "you have
demonstrated you have the ability to return Morrison Knudsen to its former
world prominence."
A Board spokesman said the Board appreciated Clark's agreement to
serve as acting chairman during this critical period and understood his desire
to return to his ranch. He added that a permanent chairman is expected to be
named by year-end and that search is underway.
Clark saluted MK's new management team in his resignation letter.
"Under the leadership of President and Chief Executive Officer Bob Tinstman,
they are working around the clock with the Company's bankers, consultants and
lawyers to ensure the successful future of this 83 year old institution," he
said.
Morrison Knudsen Corporation (MRN-NYSE), founded in 1912, serves the
world's construction, engineering, mining, environmental, industrial, power and
operations & maintenance markets as an engineer, contractor and manufacturer.
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