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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
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TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
PETER KIEWIT SONS', INC.
(NAME OF SUBJECT COMPANY (ISSUER))
PETER KIEWIT SONS', INC.
(NAME OF FILING PERSON(S) (OFFEROR AND ISSUER))
8.028% SERIES 1997 CONVERTIBLE DEBENTURES
7.35% SERIES 1998 CONVERTIBLE DEBENTURES
8.25% SERIES 1999 CONVERTIBLE DEBENTURES
(TITLE OF CLASS OF SECURITIES)
N/A
(CUSIP NUMBER OF CLASS OF SECURITIES)
TOBIN A. SCHROPP
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
PETER KIEWIT SONS', INC.
KIEWIT PLAZA
OMAHA, NEBRASKA 68131
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON(S))
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WITH A COPY TO:
JOHN S. D'ALIMONTE
WILLKIE FARR & GALLAGHER
787 SEVENTH AVENUE
NEW YORK, NY 10019
(212) 728-8000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
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$26,320,000 $5,264
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(1) Estimated for purposes of calculating the amount of the filing fee only in
accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange
Act of 1934, based on (i) the maximum aggregate principal amount of Peter
Kiewit Sons', Inc. outstanding convertible debentures to be received by
Peter Kiewit Sons', Inc. in exchange for new reduced principal amount
convertible debentures of Peter Kiewit Sons', Inc. and shares of common
stock of Kiewit Materials Company, and (ii) the maximum aggregate principal
amount of Peter Kiewit Sons', Inc. outstanding convertible debentures to be
received by Peter Kiewit Sons', Inc. in exchange for convertible debentures
of Kiewit Materials Company.
(2) The entire amount of the filing fee has been offset by the amount of the
filing previously paid by Peter Kiewit Sons', Inc. and Kiewit Materials
Company as described below.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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AMOUNT PREVIOUSLY PAID: $6,952 FILING PARTIES: PETER KIEWIT SONS', INC. AND
FORM OR REGISTRATION NO.: 333-30760-01 KIEWIT
MATERIALS COMPANY
DATE FILED: FEBRUARY 18, 2000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
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[ ] third-party tender offer subject to Rule 14d-1. [ ] going-private transaction subject to Rule 13e-3.
[X] issuer tender offer subject to Rule 13e-4. [ ] amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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This Tender Offer Statement on Schedule TO (the "Schedule TO") relates to
the offer by Peter Kiewit Sons', Inc. ("Kiewit") to exchange its outstanding
convertible debentures for (1) Kiewit Materials Company ("Materials") debentures
convertible into shares of Materials common stock; or (2) both shares of
Materials common stock and new reduced principal amount Kiewit debentures
convertible into shares of Kiewit common stock (the "Debenture Exchange Offer").
Materials is a wholly owned subsidiary of Kiewit. The Debenture Exchange Offer
is subject to the terms and conditions described in Amendment No. 4 to the
Registration Statement on Form S-4 filed by Kiewit and Materials with the
Securities and Exchange Commission on August 8, 2000 (File No. 333-30760-01)
(the "Registration Statement") and the Offering Circular-Prospectus relating to
the Materials debentures, the Materials common stock and the new reduced
principal amount Kiewit debentures (the "Offering Circular-Prospectus")
contained therein (each of which is an exhibit and incorporated herein by
reference as set forth below). The Debenture Exchange Offer will expire at 11:59
p.m. Omaha time, on September 14, 2000, unless extended.
All information set forth in the Offering Circular-Prospectus is
incorporated by reference in response to items 1 through 11 in this Schedule TO
except those items as to which information is specifically provided herein.
ITEM 4. TERMS OF THE TRANSACTION.
(b) Kiewit's outstanding convertible debentures are held by employees of
Kiewit, including all of its executive officers and certain of its directors.
Kiewit's executive officers and directors hold in the aggregate $3,230,000
principal amount of the outstanding Kiewit debentures. Kiewit currently
anticipates that all the executive officers who are employees of the
construction business will exchange their debentures for new reduced principal
amount Kiewit debentures and shares of Materials Common Stock in the Debenture
Exchange Offer.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) All of Kiewit's executive officers and directors who hold outstanding
convertible debentures are parties to repurchase agreements with Kiewit with
respect to those debentures. The terms of the debenture repurchase agreements
are described in the Offering Circular-Prospectus. To finance the purchase of
the debentures that they hold, Kiewit's executive officers and directors have
borrowed funds and pledged the debentures as collateral for such borrowing.
ITEM 8. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
(b) During the past 60 days, Kiewit's executive officers and directors
purchased, in the aggregate, 192,000 shares of Kiewit common stock.
ITEM 12. EXHIBITS.
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Form of Letter of Transmittal.(1)
Exhibit (a)(1)(A)
Form of Letter to Debentureholders.(2)
Exhibit (a)(1)(B)
Form of Repurchase Agreement for holders of Kiewit Materials
Company Convertible Debentures.(1)
Exhibit (a)(1)(C)
Offering Circular-Prospectus, dated August 15, 2000.
Exhibit (a)(4)
Form of Stock Repurchase Agreement for Peter Kiewit Sons',
Inc. Employees.(4)
Exhibit (d)(1)
Form of Repurchase Agreement for Holders of Peter Kiewit
Sons', Inc. Convertible Debentures.(3)
Exhibit (d)(2)
Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois)
with respect to certain tax matters.(5)
Exhibit (h)(A)
Opinion of Blake, Cassels & Graydon LLP with respect to
certain tax matters.(5)
Exhibit (h)(B)
Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois).
Exhibit (h)(C)
Consent of Blake, Cassels & Graydon LLP.
Exhibit (h)(D)
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(1) Filed as an exhibit to Amendment No. 4 to Peter Kiewit Sons', Inc.'s and
Kiewit Materials Company's Joint Registration Statement on Form S-4, filed
with the Securities and Exchange Commission on August 8, 2000 (File No.
333-30760-01).
(2) Filed as an exhibit to Amendment No. 2 to Peter Kiewit Sons', Inc.'s and
Kiewit Materials Company's Joint Registration Statement on Form S-4, filed
with the Securities and Exchange Commission on June 8, 2000 (File No.
333-30760-01).
(3) Filed as Exhibit 1 to Peter Kiewit Sons', Inc.'s Registration Statement on
Form 8-A, filed with the Securities and Exchange Commission March 24, 1998,
and incorporated herein by reference.
(4) Filed as Exhibit 4.5 to Peter Kiewit Sons', Inc.'s Registration Statement on
Form S-8, filed with the Securities and Exchange Commission October 5, 1998,
and incorporated herein by reference.
(5) Filed as an exhibit to Amendment No. 3 to Peter Kiewit Sons', Inc.'s and
Kiewit Materials Company's Joint Registration Statement on Form S-4, filed
with the Securities and Exchange Commission on July 28, 2000 (File No.
333-30760-01.)
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After due 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.
/s/ KENNETH E. STINSON
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Kenneth E. Stinson
President, Chief Executive Officer
and Chairman of the Board of Directors
August 15, 2000
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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Form of Letter of Transmittal.(1)
Exhibit (a)(1)(A)
Form of Letter to Debentureholders.(2)
Exhibit (a)(1)(B)
Form of Repurchase Agreement for holders of Kiewit Materials
Company Convertible Debentures.(1)
Exhibit (a)(1)(C)
Offering Circular-Prospectus, dated August 15, 2000.
Exhibit (a)(4)
Form of Stock Repurchase Agreement for Peter Kiewit Sons',
Inc. Employees.(4)
Exhibit (d)(1)
Form of Repurchase Agreement for Holders of Peter Kiewit
Sons', Inc. Convertible Debentures.(3)
Exhibit (d)(2)
Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois)
with respect to certain tax matters.(5)
Exhibit (h)(A)
Opinion of Blake, Cassels & Graydon LLP with respect to
certain tax matters.(5)
Exhibit (h)(B)
Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois).
Exhibit (h)(C)
Consent of Blake, Cassels & Graydon LLP.
Exhibit (h)(D)
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(1) Filed as an exhibit to Amendment No. 4 to Peter Kiewit Sons', Inc.'s and
Kiewit Materials Company's Joint Registration Statement on Form S-4, filed
with the Securities and Exchange Commission on August 8, 2000 (File No.
333-30760-01).
(2) Filed as an exhibit to Amendment No. 2 to Peter Kiewit Sons', Inc.'s and
Kiewit Materials Company's Joint Registration Statement on Form S-4, filed
with the Securities and Exchange Commission on June 8, 2000 (File No.
333-30760-01).
(3) Filed as Exhibit 1 to Peter Kiewit Sons', Inc.'s Registration Statement on
Form 8-A, filed with the Securities and Exchange Commission March 24, 1998,
and incorporated herein by reference.
(4) Filed as Exhibit 4.5 to Peter Kiewit Sons', Inc.'s Registration Statement on
Form S-8, filed with the Securities and Exchange Commission October 5, 1998,
and incorporated herein by reference.
(5) Filed as an exhibit to Amendment No. 3 to Peter Kiewit Sons', Inc.'s and
Kiewit Materials Company's Joint Registration Statement on Form S-4, filed
with the Securities and Exchange Commission on July 28, 2000 (File No.
333-30760-01.)
