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):
January 14, 2000
PETER KIEWIT SONS', INC.
(Exact name of registrant as specified in its charter)
Delaware 000-23943 91-1842817
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
Kiewit Plaza, Omaha Nebraska 68131
(Address of principal executive offices) (Zip Code)
(402) 342-2052
(Registrant's telephone number, including area code)
Item 5. Other Events.
On January 14, 2000, Peter Kiewit Sons', Inc. (the
"Company") notified its shareholders that it is considering the
distribution of its Materials business in a spin-off to its
shareholders. A copy of the Company's January 14, 2000 letter to
its shareholders is filed as Exhibit 99.1 to this Current Report
and is incorporated herein by reference as if fully set forth.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Letter to shareholders of Peter Kiewit Sons', Inc.
dated January 14, 2000 related to its Materials business.
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
Date: January 19, 2000 Tobin A. Schropp, Vice President
EXHIBIT 99.1
January 14, 2000
Dear Kiewit Stockholder:
As recently noted in the May issue of Kieways, our materials
business has been undergoing a period of significant growth,
resulting in a tenfold increase in revenues over the past half
dozen years. To better enable the materials group management team
to focus on their business and their growth strategy, among other
reasons, we underwent an internal restructuring in early 1999,
establishing Kiewit Materials Company and aligning all of the
materials businesses under this new entity.
The Board of Directors has recently been evaluating various
other alternatives designed to maximize the potential of the
materials business. The Board believes that a key element in
achieving this goal is to establish a method to provide the
materials group management and employees with a larger, direct
stake in the materials business, thus more directly linking their
performance and their financial returns with the separately
measured results of operations of the materials business. To
further achieve this objective, the Board is considering the
distribution of the materials business to Kiewit shareholders in
a tax-free spin-off.
Although we are actively pursuing a proposed spin-off, there
are various conditions that must be satisfied before it could be
effected. First, we would need to obtain a ruling from the
Internal Revenue Service as to the tax-free nature of the spin-
off. Second, documents would have to be filed with, reviewed and
approved by the Securities and Exchange Commission. Finally, the
Board would have to give final approval to the spin-off.
Consequently, there can be no assurance that a spin-off will
occur.
Because of these conditions, we would not expect that a spin-
off could be effected until late in the second or third quarter
of 2000. As a result, we currently anticipate that we would
delay 2000 stock sales until later in the year.
Because of SEC regulations, we are prevented from providing
any further information at this time. When, and if, all of the
foregoing conditions have been satisfied, you will be provided
with more detailed information describing the spin-off.
Sincerely,
/s/ Kenneth E. Stinson
Kenneth E. Stinson
Chairman and CEO
