SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))
[ ] Definitive Proxy Statement
[X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section
240.14a-11(c) or Rule 14a-12
PETER KIEWIT SONS', INC.
(Name of Registrant as Specified in its Charter)
Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which
transaction applies:
- ------------------------------------------------------
2) Aggregate number of securities to which
transaction applies:
- ------------------------------------------------------
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11*:
- ------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- ------------------------------------------------------
5) Total fee paid: ----------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number, or the form or
schedule and the date of its filing.
1) Amount previously paid: --------------------------
2) Form, Schedule or Registration Statement No.: ----
3) Filing party: ------------------------------------
4) Date filed: --------------------------------------
- ----------------------------
*Set forth the amount on which the filing fee is
calculated and state how it was determined.
[PKS LETTERHEAD]
June 2, 1999
Dear PKS Stockholder:
Subsequent to the mailing of the Proxy Statement dated April 23,
1999 and Proxy relating to the 1999 Annual Meeting of
Stockholders, there has been a development that we are required
by SEC regulations to advise stockholders of prior to the June 19
Annual Meeting.
Tait Johnson has recently announced his plans for retirement.
Pursuant to our Restated Certificate of Incorporation, if re-
elected, Tait will be required to resign from the Board of
Directors when his employment ends later this year.
If the proposed slate of directors is elected, a vacancy will
occur when Tait resigns from the Board. In accordance with our
Restated Certificate of Incorporation, the Board may choose to
appoint someone to fill the unexpired term. However, the Board
has not yet taken up consideration of how to handle the vacancy.
As required by SEC regulations, we are sending you another Proxy
(and return envelope) in the event that this new information
would prompt you to change your vote. If you have already
submitted your Proxy and do not wish to change your vote, no
additional action is required.
Sincerely,
/s/ Kenneth E. Stinson
Kenneth E. Stinson
Chairman of the Board
Enclosures
PETER KIEWIT SONS', INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS, JUNE 19, 1999
PROXY
The undersigned hereby appoints Douglas A. Obermier
and Gregory M. Broz, or either of them or their
substitutes, as proxies, each with the power to
appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all the
shares of Common Stock of Peter Kiewit Sons', Inc.
held of record by the undersigned at the close of
business on April 22, 1999, at the Annual Meeting of
Stockholders to be held June 19, 1999, or any
adjournment or postponement thereof. In their
discretion, the proxies are authorized to vote upon
such other business as may properly come before the
meeting.
This Proxy, when properly executed, will be voted in
the manner directed herein by the undersigned
stockholder. If no direction is made, this Proxy
will be voted FOR proposals 1, 2, 3, 4 and 5. TO
ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU
ARE URGED TO COMPLETE, SIGN AND DATE THIS PROXY AND
RETURN IT AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
Proposal 1: Approval of the 1999 Bonus Plan
To Approve the 1999 Bonus Plan
--- FOR --- AGAINST --- ABSTAIN
Proposal 2: Approval of the Qualification Amendment
To Approve the Qualification Amendment
--- FOR --- AGAINST --- ABSTAIN
Proposal 3: Approval of the Stock Ownership Amendment
To Approve the Stock Ownership Amendment
--- FOR --- AGAINST --- ABSTAIN
Proposal 4: Approval of the Non-Redeemable Series
Amendment
To Approve the Non-Redeemable Series Amendment
--- FOR --- AGAINST --- ABSTAIN
Proposal 5: Election of Directors
To elect the thirteen nominees specified as follows as
Directors:
Mogens C. Bay Bruce E. Grewcock Walter Scott, Jr.
Roy L. Cline William L. Grewcock Kenneth E. Stinson
Richard W. Colf Tait P. Johnson George B. Toll,
Jr.
James Q. Crowe Peter Kiewit, Jr.
Richard Geary Allan K. Kirkwood
--- FOR --- WITHHOLD
all nominees authority to vote
listed (except for all nominees
as otherwise
specified below)
Instruction: To withhold authority to vote for any
individual nominee(s), write the name(s) of the
nominee(s) on the lines below.
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Please sign exactly as name appears below.
[Name of Shareholder]
- -------- ------------------------------------------
Date Signature
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
