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)
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.
1000 Kiewit Plaza
Omaha, Nebraska 68131
Telephone Number: (402) 342-2052
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 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 4 Pages)
CUSIP No. N/A 13D Page 2 of 4 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
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 7 SOLE VOTING POWER
SHARES 407,809
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 407,809
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,809
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* ----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON*
IN
CUSIP No. N/A 13D Page 3 of 4 Pages
Item 1. Security and Issuer.
The class of securities to which this statement relates is
the $0.01 par value common stock ("Common Stock") of Peter
Kiewit Sons', Inc., a Delaware corporation (the "Issuer"). The
Issuer's principal executive offices are located at 1000 Kiewit
Plaza, Omaha, Nebraska 68131.
Item 2. Identity and Background.
This statement is being filed by George B. Toll, Jr., an
individual ("Investor"), whose business address is 1000 Kiewit
Plaza, Omaha, Nebraska 68131. The Investor is an Executive Vice
President of the Issuer, and conducts his employment at the
Issuer's principal executive offices. The Investor has not,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors). The Investor has not, during the last five years,
been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of
which the Investor was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws. The Investor
is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Investor acquired his Common Stock in connection with a
transaction (the "Transaction") separating the construction
business and the diversified business of the Issuer's prior
parent corporation, Level 3 Communications, Inc. (formerly Peter
Kiewit Sons', Inc.) ("Level 3"), into two independent
companies. The Transaction is described in the Registration
Statement filed by the Issuer and Level 3 on Form S-4
(Registration No. 333-34627).
Item 4. Purpose of Transaction.
The Investor acquired his Common Stock for investment
purposes.
Item 5. Interest in Securities of the Issuer.
The Investor is the beneficial owner of 407,809 shares of
Common Stock. This amount represents 5.3% 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 his Common Stock on March 31, 1998.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Under the Issuer's Restated Certificate of Incorporation
("Certificate") and Amended and Restated By-Laws ("By-Laws"),
the shares of Common Stock may generally only be owned by the
Issuer's and its subsidiaries' employees. In addition, all
holders of the Issuer's Common Stock are required to execute a
repurchase agreement with the Issuer. Pursuant to the provisions
of the Issuer's Certificate and By-Laws, and the Stock Repurchase
Agreement dated March 31, 1998 between the Investor and the
Issuer, the Investor is prohibited from transferring the Common
CUSIP No. N/A 13D Page 4 of 4 Pages
Stock other than to the Issuer, except, with the prior approval
of the Board of Directors of the Issuer, to authorized
transferees of the Investor (fiduciaries for the benefit of
members of the immediate family of the Investor, corporations
wholly owned by the Investor or the Investor and his immediate
family members and certain charities). Upon retirement,
termination of employment, or death, the Investor's shares of
Common Stock must be resold to the Issuer at a specified formula
value. In addition, the Issuer is generally required to
repurchase the Investor's shares of Common Stock upon demand for
a specified formula value.
Item 7. Material to be Filed as Exhibits.
Exhibit A Stock Repurchase Agreement dated March 31, 1998
between the Investor and the Issuer.
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.
April 6, 1998
(Date)
/s/ George B. Toll, Jr.
(Signature)
George B. Toll, Jr.
(Name)
EXHIBIT A
STOCK REPURCHASE AGREEMENT
FOR EMPLOYEE STOCKHOLDERS
THIS AGREEMENT is made on March 31, 1998, between GEORGE B. TOLL,
JR. (the "Stockholder") and PETER KIEWIT SONS', INC., a
Delaware corporation (the "Corporation").
WHEREAS, the Corporation's Restated Certificate of Incorporation
sets forth certain restrictions on the ownership of shares of its
Common Stock ("Stock"); and
WHEREAS, the Stockholder desires to own Stock subject to the
terms and restrictions set forth in this Agreement and in the
Corporation's Restated Certificate of Incorporation.
NOW THEREFORE, in consideration of the issuance of Stock to the
Stockholder and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by each of the
parties hereto, the Stockholder and the Corporation agree as
follows:
(1) Stock Subject to Agreement. Unless otherwise specifically
set forth in a separate written agreement between the Corporation
and the Stockholder, this Agreement shall apply to all Stock
issued to the Stockholder on or before the date of this Agreement
and any additional shares of Stock which are issued to the
Stockholder after the date of this Agreement. This Agreement
supersedes any previous agreement between the Corporation and the
Stockholder relating to such Stock and the sale or repurchase of
such Stock by the Corporation.
(2) Prohibited Transfers. Except as specifically provided in
this Agreement, the Stockholder shall not sell, assign, give,
bequeath, pledge, or otherwise transfer any or all of the
Stockholder's Stock by any means, whether voluntary or
involuntary. Any such attempted sale or transfer shall be void
and of no force or effect. If such transfer is attempted, the
Corporation shall give written notice to the Stockholder to sell
and deliver all of such Stock to the Corporation within 90 days
after the date on which the Corporation receives actual notice of
the attempted or proposed transfer.
(3) Voluntary Sales to Corporation. The Stockholder may sell all
or part of the Stockholder's Stock to the Corporation by
delivering to the Corporation the certificates representing the
Stock to be sold with a written notice stating the Stockholder's
desire to sell such Stock. The Corporation will accept such
notice only during the first fifteen days of each calendar month.
Notices received thereafter will be deemed to have been received
on the first day of the following month. The Corporation shall
purchase any Stock so offered. The Stockholder's right to sell
and the Corporation's duty to repurchase Stock are subject to
section 17 of this Agreement.
(4) Corporation's Option to Purchase All Shares. If the
Stockholder attempts to make a prohibited transfer of, or
voluntarily sells to the Corporation, part of the Stockholder's
Stock, the Corporation shall have the option to purchase all or
any part of the Stockholder's remaining Stock. The Corporation
may exercise this option within 90 days after (a) the date of the
written notice to the Stockholder referred to in section 2 in the
case of an attempted prohibited transfer, or (b) the receipt of
the certificates and written notice referred to in section 3 in
the case of a voluntary sale to the Corporation. The Corporation
may exercise such option by giving the Stockholder written notice
to sell and deliver all or part of the Stockholder's remaining
Stock, as specified in such notice.
(5) Termination of Employment. Within 90 days after the
termination of the Stockholder's employment for any reason other
than death, the Corporation shall give a written notice to the
Stockholder to sell and deliver all of such Stockholder's Stock
to the Corporation. For the purpose of this Agreement,
"employment" means employment by the Corporation, one of its
subsidiaries, a joint venture in which the Corporation and/or its
subsidiaries have a 20 percent or more interest, Kiewit Coal
Properties, Inc. or any subsidiary thereof or any joint venture
in which Kiewit Coal Properties, Inc. or any such subsidiary has
a 20 percent or more interest. "Subsidiaries" of the
Corporation are any corporation in which this Corporation owns
directly or indirectly at least 20 percent of the outstanding
capital stock, based on the total dollar value of outstanding
stock if there is more than one class of stock outstanding.
"Subsidiaries" of Kiewit Coal Properties, Inc. are any
corporation in which Kiewit Coal Properties, Inc. owns directly
or indirectly at least a majority of the outstanding capital
stock, based on the total dollar value of outstanding stock if
there is more than one class of stock outstanding.
(6) Death.
(a) Within 180 days after the death of the Stockholder, the
Corporation shall give a written notice to the Stockholder's
successors or the personal representative of the Stockholder's
estate to sell and deliver all of such Stockholder's Stock to the
Corporation.
(b) Notwithstanding section 11 of this Agreement, the deceased
Stockholder's successors or the personal representative of the
Stockholder's estate shall have the option to fix one or more
alternate dates for the sale of the Stock by giving written
notice of such dates to the Corporation and identifying the
shares of Stock to be sold on such dates. Notice of any alternate
sales dates must be given within 180 days after the death of the
Stockholder or within 10 days after the date of the Corporation's
notice to sell and deliver under giver paragraph (a), above,
whichever comes first. The earliest alternate sale date may be
the date of the notice given by the representative under this
paragraph (b) and the latest sale date shall be the tenth day of
January following the end of the fiscal year of the Corporation
during which the Stockholder died. The stock certificates
representing the Stock to be sold on a particular date shall be
delivered to the Corporation on or before such date.
(7) Authorized Transfers and Pledges.
(a) With the prior approval of the Board of Directors, the
Stockholder may transfer Stock to a tax-exempt charitable
organization approved as such by the Internal Revenue Service.
(b) With the prior approval of the Board of Directors, a
Stockholder may transfer Stock to: (i) a fiduciary for the
benefit of the members of the Stockholder's immediate family,
(ii) a corporation 100 percent owned by the Stockholder or the
Stockholder and their spouse and/or children, or (iii) a
fiduciary for the benefit of such a corporation.
(c) As a condition precedent to transfer, each transferee under
(a) or (b) above must sign a new repurchase agreement in a form
satisfactory to the Corporation.
(d) The Stockholder may pledge Stock for loans in connection
with the ownership of Stock.
(8) Excessive Amount. Under Article Sixth, subparagraph
(D)(3)(d) of the Corporation's Restated Certificate of
Incorporation, upon a determination by the Board of Directors
that the amount of Stock held by the Stockholder is excessive in
view of the Corporation's policy that the level of Stockholder's
stock ownership should reflect certain factors, including but not
limited to (a) the relative contribution of that Stockholder to
the economic performance of the Corporation, (b) the effort being
put forth by such Stockholder, and/or (c) the level of
responsibility of such Stockholder, the Corporation shall have
the option to purchase from such Stockholder an amount of Stock
sufficient to decrease the amount of Stock owned by such
Stockholder to an amount that the Board of Directors, in its
discretion, believes is appropriate. In the event that the
Corporation elects to exercise this option, it shall give the
Stockholder written notice to sell and deliver to the Corporation
the amount of Stock specified in such notice.
(9) Purchase Price. Article Sixth, subparagraph (D)(4) of the
Corporation's Restated Certificate of Incorporation, provides
that, if the Corporation is obligated to repurchase shares of
Stock, the purchase price shall be the Common Share Price.
Article Eighth of the Corporation's Restated Certificate of
Incorporation sets forth definitions of the terms "Common Share
Price", as well as "Formula Value", and other terms relevant
to calculating the price applicable to any particular
repurchases. These provisions of the Corporation's Restated
Certificate of Incorporation are incorporated herein by
reference.
(10) Payment. Subject to section 11 of this Agreement:
(a) The Corporation shall make payment for any Stock it
purchases within 60 days after (i) the date upon which the
Corporation receives such Stock in the event of a voluntary sale
by the Stockholder under section 3 of this Agreement, (ii) the
date of the sale of such Stock specified in any notice given by
the Stockholder's successors or personal representative under
section 6(b) of this Agreement, or (iii) the date of the
Corporation's written notice to sell and deliver such Stock in
the event of any other sale under this Agreement.
(b) The Corporation shall be authorized to deduct from the
payment of the purchase price for Stock sold by the Stockholder
any amount owed by the Stockholder to the Corporation and/or to
any pledgee of such Stock.
(c) The Corporation shall not be obligated to pay any interest
on any amounts to be paid under this Agreement.
(d) If the per share price at which the Corporation is to
purchase Stock has not been computed within the time prescribed
for payment under this Agreement because the preparation of the
audited Consolidated Financial Statements of the Corporation and
Consolidated Subsidiaries has not yet been completed, the
Corporation shall make an "initial payment" within the time
period prescribed for payment for such Stock, using the per share
price applicable to purchases of Stock during the preceding
fiscal year. If the per share price for purchases during the
current year is determined to be greater than that for the
preceding year, the Corporation shall pay the difference between
the initial payment and the actual amount entitled to be received
under the current per share price within 10 days after the date
upon which the per share price for the current year is completed.
If the per share price for purchases during the current year is
determined to be less than that for the preceding year, the
person or entity to whom the initial payment was made shall repay
the difference between the initial payment and the actual amount
entitled to be received under the current per share price within
10 days after the date of a written notice from the Corporation
requiring payment of such amount.
(11) Surrender of Stock. Except as provided in section 6(b) of
this Agreement, the Stockholder or the Stockholder's successors
or the personal representative of the Stockholder's estate must
sell and deliver stock certificates to the Corporation within 10
days after the date of the Corporation's notice to sell and
deliver such Stock. Any stock certificate to be sold to the
Corporation must be endorsed in blank or accompanied by
appropriate stock powers executed in blank, and accompanied by
such other evidence of authority as the Corporation may
reasonably require. In the event of failure to deliver stock
certificates with required evidence of authority within the time
periods specified, the Corporation's Secretary shall cancel each
certificate on the books of the Corporation and such shares of
Stock shall be deemed no longer outstanding. The holder of
canceled shares of Stock shall have no further interest as a
stockholder of the Corporation with respect to such shares of
Stock except the right to receive the purchase price.
(12) Notices. Any notices under this Agreement shall be in
writing and shall be sufficient if delivered in person or sent by
certified mail, return receipt requested. The notice to the
Stockholder or the Stockholder's successors or personal
representative, if mailed, shall be sent to the Stockholder's
last known address. The notice to the Corporation shall be
delivered or mailed to the Secretary, Peter Kiewit Sons' Inc.,
1000 Kiewit Plaza, Omaha, Nebraska 68131.
(13) Governing Law. This Agreement shall be governed by the laws
of the State of Delaware.
(14) Failure to Meet Times. No failure by the Corporation, the
Stockholder, or the successors or personal representative of the
Stockholder's estate to take any action within any time period
prescribed by this Agreement shall render the Stock of the
Corporation transferable other than in conformance with the
provisions of this Agreement or preclude the Corporation from
exercising its right to purchase or cancel any such Stock.
(15) Binding Effect. This Agreement is binding on the
Stockholder's transferees, pledgees, heirs, successors, personal
representatives, and assigns, and upon the successors and assigns
of the Corporation.
(16) Severability. If any portion of this Agreement is held
invalid, that invalidity shall not affect the remaining portions
which can be given effect without the invalid portion.
(17) Suspension of Repurchase Duties. Article Sixth, subparagraph
(D)(8) of the Corporation's Restated Certificate of Incorporation
provides that the Board of Directors may suspend the
Corporation's obligation to repurchase Stock for a period of not
longer than 365 days.
(18) Restated Certificate of Incorporation. The Corporation's
Restated Certificate of Incorporation contains additional
restrictions which may apply to the Stockholder. The parties
agree that, if the provisions of the Corporation's Restated
Certificate of Incorporation, including any amendments that may
be adopted subsequent to the date of this Agreement, are more
restrictive than the provisions of this Agreement, the more
restrictive provisions of the Restated Certificate of
Incorporation shall prevail.
***
WITNESS:
/s/ Douglas A. Obermier /s/ George B. Toll, Jr.
ATTEST:
/s/ Douglas A. Obermier
Assistant Secretary PETER KIEWIT SONS', INC.
/s/ Kenneth E. Stinson
President
