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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
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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. 1 -- FINAL AMENDMENT)
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
(402) 342-2052
(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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[ ] 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:
<TABLE>
<S> <C>
[ ] 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.
</TABLE>
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]
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This Amendment No. 1, the final amendment (this "Amendment"), amends and
supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed
with the Securities and Exchange Commission (the "Commission") on August 15,
2000 by Peter Kiewit Sons', Inc., a Delaware corporation ("Kiewit"), in
connection with Kiewit's offer to exchange its shares of common stock, par value
$0.01 per share ("Kiewit Common Stock"), held by employees of Kiewit Materials
Company, a Delaware corporation and a formerly 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 was subject to the terms and conditions set forth in
Amendment No. 4 to the Registration Statement on Form S-4 filed by Materials
with the Commission on August 8, 2000 (File No. 333-30768) and the prospectus
relating to the Materials Common Stock contained therein.
The Schedule TO is hereby amended and supplemented by adding the following:
The Share Exchange expired at 11:59 p.m., Omaha time, on Thursday,
September 14, 2000. In the Share Exchange, Materials employees collectively
exchanged 1,081,226 shares of Kiewit Common Stock, representing 100% of the
shares of Kiewit Common Stock collectively owned by them and 3.24% of the total
issued and outstanding Kiewit Common Stock on September 14, 2000. For each share
of Kiewit Common Stock tendered, Materials employees received 2.85 shares of
Materials Common Stock. Materials employees who participated in the Share
Exchange collectively received 3,081,646 shares of Materials Common Stock,
representing 8.48% of the issued and outstanding Materials Common Stock on
September 15, 2000.
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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/ TOBIN A. SCHROPP
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Tobin A. Schropp
Vice President, General Counsel and
Secretary
September 15, 2000
