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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))
COMMON STOCK,
PAR VALUE $0.01
PER SHARE
(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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$22,302,038 $4,461
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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 the formula price per share of the common stock of
Peter Kiewit Sons', Inc. (calculated pursuant to its Restated Certificate of
Incorporation) to be received by Peter Kiewit Sons', Inc. from stockholders
who are employees of Kiewit Materials Company in exchange for shares of
common stock of Kiewit Materials Company.
(2) The entire amount of the filing fee has been offset by the amount of the
filing previously paid by 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: $5,888 FILING PARTY: KIEWIT MATERIALS COMPANY
FORM OR REGISTRATION NO.: 333-30768 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 [ ] going-private transaction subject to Rule
14d-1. 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 relates to the offer by Peter
Kiewit Sons', Inc. ("Kiewit") to exchange its shares of common stock, par value
$0.01 per share ("Kiewit Common Stock"), held by employees of Kiewit Materials
Company, a wholly owned subsidiary of Kiewit ("Materials"), for shares of common
stock, par value $0.01 per share ("Materials Common Stock"), of Materials with
an equal aggregate formula price (the "Share Exchange"). The Share Exchange is
subject to the terms and conditions described in Amendment No. 4 to the
Registration Statement on Form S-4 filed by Materials with the Securities and
Exchange Commission on August 8, 2000 (File No. 333-30768) (the "Registration
Statement") and the Prospectus relating to the Materials common stock (the
"Prospectus") contained therein (each of which is an exhibit and incorporated
herein by reference as set forth below). The Share Exchange will expire at 11:59
p.m. Omaha time, on September 14, 2000, unless extended.
All information set forth in the 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 12. EXHIBITS.
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Form of Letter of Transmittal.(1)
Exhibit (a)(1)(A)
Form of Letter to Kiewit stockholders who are Materials
employees.(2)
Exhibit (a)(1)(B)
Prospectus, dated August 15, 2000.
Exhibit (a)(4)
Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois)
with respect to certain tax matters.(3)
Exhibit (h)(A)
Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois).
Exhibit (h)(B)
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(1) Filed as an exhibit to Amendment No. 4 to Kiewit Materials Company's
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on August 8, 2000 (File No. 333-30768).
(2) Filed as an exhibit to Amendment No. 2 to Kiewit Materials Company's
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on June 8, 2000 (File No. 333-30768).
(3) Filed as an exhibit to Amendment No. 3 to Kiewit Materials Company's
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on July 28, 2000 (File No. 333-30768).
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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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Exhibit (a)(1)(A) Form of Letter of Transmittal.(1)
Exhibit (a)(1)(B) Form of Letter to Kiewit stockholders who are Materials
employees.(2)
Exhibit (a)(4) Prospectus, dated August 15, 2000.
Exhibit (h)(A) Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois)
with respect to certain tax matters.(3)
Exhibit (h)(B) Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois).
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(1) Filed as an exhibit to Amendment No. 4 to Kiewit Materials Company's
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on August 8, 2000 (File No. 333-30768).
(2) Filed as an exhibit to Amendment No. 2 to Kiewit Materials Company's
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on June 8, 2000 (File No. 333-30768).
(3) Filed as an exhibit to Amendment No. 3 to Kiewit Materials Company's
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on July 28, 2000 (File No. 333-30768).
