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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 14, 2000
PETER KIEWIT SONS', INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
DELAWARE 000-23943 91-1842817
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<S> <C> <C>
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
KIEWIT PLAZA, OMAHA, NEBRASKA 68131
(Address of principal executive offices) Zip Code
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Registrant's telephone number, including area code: (402) 342-2052
N/A
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
As previously announced, Kiewit is separating its construction business
and its materials business into two separate, independent companies by
distributing shares of common stock of Kiewit Materials Company ("Materials"), a
formerly wholly owned subsidiary of Kiewit, to Kiewit stockholders in a spin-off
that is intended to be tax-free for U.S. federal income tax purposes.
On August 15, 2000, Kiewit launched a share exchange in which it
offered Kiewit stockholders who are Materials employees the opportunity to
exchange their shares of Kiewit common stock for shares of Materials common
stock with an equal aggregate formula price. 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.
On August 15, 2000, Kiewit also launched a debenture exchange offer in
which it offered the holders of its outstanding convertible debentures the
opportunity to exchange their debentures for (1) 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
expired at 11:59 p.m., Omaha time, on Thursday, September 14, 2000. In the
debenture exchange offer, Kiewit debentureholders collectively exchanged
$13,095,000 principal amount original Kiewit debentures for: (1) $670,000
aggregate principal amount Materials debentures; and (2) both 973,383 shares of
Materials common stock and $5,475,045 principal amount new Kiewit debentures.
On September 30, 2000, Kiewit will distribute the shares of Materials
common stock it then holds as a dividend on a pro rata basis to holders of
Kiewit common stock in the spin-off. The record date for the spin-off dividend
has been set as of the close of business on September 15, 2000. On September 18,
2000, Kiewit will mail to its stockholders as of the record date an information
statement describing the spin-off and the Materials common stock to be
distributed in the spin-off. In the spin-off, Kiewit stockholders will receive
one share of Materials common stock for each share of Kiewit common stock they
hold on the record date.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PETER KIEWIT SONS', INC.
By: /s/ Tobin A. Schropp
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Name: Tobin A. Schropp
Title: Vice President
Dated: September 15, 2000
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