SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION REQUIRED TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)
Peter Kiewit Sons', Inc.
(Name of Issuer)
Common Stock $0.01 Par Value
(Title of Classes of Securities)
N/A
(CUSIP Number)
Michael F. Norton, Esq.
Kiewit Plaza
Omaha, Nebraska 68131
Telephone Number: (402) 342-2052
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 1998
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box ___.
Note. Six copies of this statement, including exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on following pages)
(Page 1 of 3 Pages)
CUSIP No. N/A
13D
Page 2 of 3 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
George B. Toll, Jr.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)___
(b)___
3
SEC USE ONLY
4
SOURCE OF FUNDS*
OO/PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e). ____
6
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
427,809
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
427,809
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
427,809
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
____
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14
TYPE OF REPORTING PERSON*
IN
CUSIP No. N/A
13D
Page 3 of 3 Pages
Item 3. Source and Amount of Funds or Other Consideration.
The Investor acquired an additional 20,000 shares of Common Stock on June 19,
1998 for an aggregate purchase price of $1,008,000. The Investor acquired
such additional shares of Common Stock with personal funds.
Item 4. Purpose of Transaction.
This Amendment No. 1 to Schedule 13 D is being filed to report the fact that
as a result of the issuance of additional shares of Common Stock by the Issuer
on July 31, 1998, the Investor no longer owns 5% or more of the Common Stock.
Item 5. Interest in Securities of the Issuer.
The Investor is the beneficial owner of 427,809 shares of Common Stock. This
amount represents 4.8% of the Issuer's issued and outstanding Common Stock.
The Investor retains both voting and investment power over such shares of
Common Stock. The Investor acquired an additional 20,000 Shares of Common
Stock on June 19, 1998. The Investor ceased to be the beneficial owner of 5%
or more of the Common Stock on July 31, 1998.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
August 3, 1998
(Date)
/s/ George B. Toll, Jr.
(Signature)
George B. Toll, Jr.
(Name)
