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): June 28, 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 (IRS Employer
of incorporation) Number) Identification No.)
Kiewit Plaza, Omaha, Nebraska 68131
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (402) 342-2052
N/A
(Former name or former address, if changed since last report.)
Item 5. Other Events
As Peter Kiewit Sons', Inc. ("Kiewit")
previously announced in a Current Report on Form
8-K, dated January 14, 2000, it is considering the
distribution of its materials business in a spin-
off to its shareholders. Kiewit is providing the
following update regarding the proposed spin-off
and related transactions.
Kiewit is proposing to separate its
construction and materials business into two
separate, independent companies by distributing
shares of common stock of Kiewit Materials Company
("Materials"), a wholly owned subsidiary of
Kiewit, to Kiewit shareholders in a spin-off that
is intended to be tax-free for U.S. federal income
tax purposes.
Prior to the proposed spin-off, Kiewit would
conduct a share exchange in which it would offer
Kiewit shareholders 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. Materials
has filed a registration statement on Form S-4
with the Securities and Exchange Commission to
register the shares of Materials common stock that
would be issued in the share exchange.
Prior to the proposed spin-off, Kiewit also
would conduct a debenture exchange offer in which
it would offer 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.
Kiewit and Materials have filed a joint
registration statement on Form S-4 with the
Securities and Exchange Commission to register the
shares of Materials common stock, the Materials
convertible debentures and the Kiewit convertible
debentures that would be issued in the debenture
exchange offer.
After the completion of the share exchange
and the debenture exchange offer, Kiewit proposes
that it would 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. Materials has filed a registration
statement on Form 10 to register the shares of
Materials common stock.
There can be no assurances that Kiewit will
commence or complete the spin-off, the share
exchange or the debenture exchange offer. Kiewit
can give no assurances that if it commences the
spin-off, the share exchange and/or the debenture
exchange offer they will be conducted in
accordance with the terms described above. The
spin-off, the share exchange and the debenture
exchange offer would be subject to various
conditions and if these conditions were not met,
the transactions would not be completed.
If and when Kiewit commences the share
exchange and the debenture exchange offer, Kiewit
would provide all eligible offerees with an
offering circular/prospectus describing the terms
and conditions of the offers. If and when Kiewit
distributes shares of Materials common stock in
the proposed spin-off, Kiewit would provide its
shareholders with an information statement
containing information about Materials.
This notice does not constitute an offer of any
securities for sale or an offer to purchase any
securities.
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.
Dated: June 28, 2000 By: /s/ Tobin A. Schropp
Name: Tobin A. Schropp
Title: Vice President
