SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PETER KIEWIT SONS', INC.
(Exact name of registrant as specified in its charter)
Delaware 91-1842817
(State of incorporation or organization) (I.R.S.Employer Identification No.)
Kiewit Plaza, Omaha Nebraska 68131
(Address of principal executive offices) (Zip Code)
PETER KIEWIT SONS', INC.
EMPLOYEE OWNERSHIP PLAN
(Full title of the Plan)
Michael F. Norton, Esq.
Peter Kiewit Sons', Inc.
Kiewit Plaza
Omaha, Nebraska 68131
(402) 342-2052
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <S> <S> <S> <S>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
Common Stock, par
value $.01 per share 1,600,000 $20.35 $32,560,000 $8,595.84
</TABLE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information
required by Item 1 of this Form S-8 and the statement
of availability of information of Peter Kiewit Sons',
Inc. (the "Company" or the "Registrant"), and other
information required by Item 2 of this Form S-8 will be
sent or given to employees as specified by Rule 428
under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are
not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. The Company shall
maintain a file of such documents in accordance with
the provisions of Rule 428. Upon request, the Company
shall furnish to the Commission or its staff a copy of
any or all of the documents included in such file.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Commission
by the Company are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for
the fiscal year ended December 25, 1999.
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since December 25, 1999.
(c) The description of the Company's $.01 par
value common stock ("Common Stock") contained in the
Company's Registration Statement on Form S-4 (File No.
333-34627) as filed with the Commission under the
Securities Act on August 29, 1997, amended by Amendment
No. 1 to the Registration Statement on Form S-4 filed
on October 10, 1997, Amendment No. 2 to the
Registration Statement on Form S-4 filed on November 6,
1997 and Amendment No. 3 to the Registration Statement
on Form S-4 filed on November 10, 1997.
All documents filed hereafter by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered
have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
The description of securities registered pursuant
to this Registration Statement is incorporated by
reference. See Item 3(c) above.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities registered pursuant
to this Registration Statement has been passed upon for
the Company by Michael F. Norton. Mr. Norton, Corporate
Counsel, is an employee of the Company. Mr. Norton owns
shares of the Company's Common Stock, and will be
offered the opportunity to purchase securities in this
offering.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation
Law (the "DGCL") empowers a Delaware corporation to
indemnify any person who was or is a party or is
threatened to be made a party to any threatened,
pending or completed action, suit or proceeding,
whether civil, criminal, administrative or
investigative (other than an action by or in the right
of such corporation) by reason of the fact that such
person is or was a director, officer, employee or agent
of another corporation or enterprise. A corporation
may, in advance of the final disposition of any civil,
criminal, administrative or investigative action, suit
or proceeding, pay the expenses (including attorneys'
fees) incurred by an officer, director, employee or
agent in defending such action, provided that the
director or officer undertakes to repay such amount if
it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation. A
corporation may indemnify such person against expenses
(including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably
incurred by such person in connection with such action,
suit or proceeding if he or she acted in good faith and
in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct
was unlawful.
A Delaware corporation may indemnify officers and
directors in an action by or in the right of the
corporation to procure a judgment in its favor under
the same conditions, except that no indemnification is
permitted without judicial approval if the officer or
director is adjudicated to be liable to the
corporation. Where an officer or director is
successful on the merits or otherwise in the defense of
any action referred to above, the corporation must
indemnify him or her against the expenses (including
attorneys' fees) which he or she actually and
reasonably incurred in connection therewith. The
indemnification provided is not deemed to be exclusive
of any other rights to which an officer or director may
be entitled under any corporation's by-law, agreement,
vote or otherwise.
In accordance with Section 145 of the DGCL,
Article Sixth of the Company's Restated Certificate of
Incorporation ("Certificate") and Section 51 of the
Company's Amended and Restated By-Laws ("By-Laws")
provide that the Company shall indemnify each person
who is or was a director, officer or employee of the
Company (including the heirs, executors, administrators
or estate of such person) or is or was serving at the
request of the Company as a director, officer or
employee of another corporation, partnership, joint
venture, trust or other enterprise, to the fullest
extent permitted under subsections 145(a), (b) and (c)
of the DGCL or any successor statute. The
indemnification provided by the Certificate and the By-
Laws shall not be deemed exclusive of any other rights
to which any of those seeking indemnification or
advancement of expenses may be entitled under any by-
law, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such
person's official capacity and as to action in another
capacity while holding such office, and shall continue
as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of
such a person.
Section 145 of the DGCL also empowers a Delaware
corporation to purchase and maintain insurance on
behalf of its officers and directors against any
liability asserted against them incurred while acting
in such capacities or arising out of their status as
such. The Company does maintain such insurance.
Article Seventh of the Certificate provides that a
director of the Company shall not be personally liable
to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper
personal benefit. If the DGCL is amended further
eliminating or limiting the personal liability of
directors, then the liability of a director of the
Company shall be eliminated or limited to the fullest
extent permitted by the DGCL as so amended.
Item 7. Exemption from Registration Claimed.
No restricted securities are to be reoffered or
resold pursuant to this Registration Statement.
Item 8. Exhibits.
Exhibits filed as a part of this Registration
Statement are listed below. Exhibits incorporated by
reference are indicated in parentheses.
Exhibit
Number Description
4.1 Restated Certificate of Incorporation (Exhibit
3.1 to the Company's Quarterly Report on Form
10-Q, for the quarter ended June 30, 1999).
4.2 Amended and Restated By-laws (Exhibit 3.2 to
the Company's Quarterly Report on Form 10-Q,
for the quarter ended June 30, 1999).
4.3 Form of Stock Repurchase Agreement for Employee
Stockholders (Exhibit 4.3 to the Company's Form
S-8 Registration Statement filed on May 4,
1998).
5.1 Opinion of Michael F. Norton, Esq., with
respect to legality of securities being
registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement.
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
Registration Statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given,
the latest annual report to security holders that is
incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Exchange Act; and,
where interim financial information required to be
presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is
specifically incorporated by reference in the
prospectus to provide such interim financial
information.
(d) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is
against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such
liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Securities Act and
will be governed by the final adjudication of issue.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies it has reasonable
grounds to believe that it meets all the requirements
for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City
of Omaha, State of Nebraska on June 28, 2000.
PETER KIEWIT SONS', INC.
By: /s/ Tobin A. Schropp
Name: Tobin A. Schropp
Title: Vice President
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed
below by the following persons in the capacities and on
the date indicated.
Name Title Date
/s/ Kenneth E. Stinson Chairman of the Board and President
Kenneth E. Stinson (Principal Executive Officer) June 28, 2000
/s/ Michael J. Piechoski Vice President
Michael J. Piechoski (Principal Financial Officer) June 28, 2000
/s/ Gregory D. Brokke Controller
Gregory D. Brokke (Principal Accounting Officer) June 28, 2000
/s/ Mogens C. Bay Director June 28, 2000
Mogens C. Bay
/s/ Roy L. Cline Director June 28, 2000
Roy L. Cline
/s/ Richard W. Colf Director June 28, 2000
Richard W. Colf
/s/ James Q. Crowe Director June 28, 2000
James Q. Crowe
/s/ Richard Geary Director June 28, 2000
Richard Geary
/s/ Bruce E. Grewcock Director June 28, 2000
Bruce E. Grewcock
/s/ William L. Grewcock Director June 28, 2000
William L. Grewcock
/s/ Peter Kiewit, Jr. Director June 28, 2000
Peter Kiewit, Jr.
/s/ Allan K. Kirkwood Director June 28, 2000
Allan K. Kirkwood
/s/ Walter Scott, Jr. Director June 28, 2000
Walter Scott, Jr.
/s/ George B. Toll, Jr. Director June 28, 2000
George B. Toll, Jr.
PETER KIEWIT SONS', INC.
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
5.1 Opinion of Michael F. Norton, Esq., with
respect to legality of securities being
registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
