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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
KIEWIT MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 47-0819021
(State of incorporation or organization) (I.R.S. Employer Identification No.)
KIEWIT PLAZA, OMAHA, NEBRASKA 68131
(Address of principal executive offices) (Zip Code)
</TABLE>
KIEWIT MATERIALS COMPANY
EMPLOYEE OWNERSHIP PLAN
(Full title of the Plan)
Mark E. Belmont, Esq.
Vice President, General Counsel and Secretary
Kiewit Materials Company
Kiewit Plaza
Omaha, Nebraska 68131
(402) 536-3661
(Name address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE AGGREGATE OFFERING
TITLE OF SECURITIES TO BE AMOUNT TO BE PER SECURITY PRICE AMOUNT OF
REGISTERED REGISTERED REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value 1,228,572 shares (1) $7.14 $1,428,000 (2) $ 377 (3)
$0.01 per share
Series 2000D Convertible $7,344,000 __ $7,344,000 (4) $1,939 (5)
Debentures, due
November 30, 2010
</TABLE>
(1) Includes (a) an estimated 200,000 shares of Common Stock to be sold to
employees of the Company pursuant to this registration statement on
Form S-8, (b) 1,028,572 shares of Common Stock issuable upon conversion
of Series 2000D Convertible Debentures, and (c) such presently
indeterminate number of shares as may be issued as a result of
anti-dilution adjustments in accordance with the terms of the Series
2000D Convertible Debentures.
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(2) Estimated pursuant to Rule 457 based on the proposed maximum offering
price per security for the estimated 200,000 shares of Common Stock to
be sold to employees of the Company pursuant to this registration
statement on Form S-8.
(3) The registration fee payable in respect of the shares of Common Stock
issuable upon conversion of the Series 2000D Convertible Debentures is
included with the registration fee for such debentures.
(4) Estimated pursuant to Rule 457.
(5) Such registration fee includes the fee payable in respect of the shares
of Common Stock issuable upon conversion of the Series 2000D
Convertible Debentures.
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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 Kiewit Materials
Company (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 Registration Statement on Form 10 (File No.
000-29619) filed with the Commission on September 15, 2000.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000 filed with the Commission on September 22, 2000.
In addition, 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.
COMMON STOCK
The description of securities registered pursuant to this Registration
Statement is incorporated by reference. See Item 3(a) above.
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DEBENTURES
The 7.81% Series 2000D Convertible Debentures ("2000D Debentures") will
be issued in fully registered form under an Indenture, dated as of September 14,
2000 (the "Indenture"). The trustee under the Indenture is UMB Bank National
Association (the "Trustee"). The Indenture does not limit the aggregate
principal amount of debentures which may be issued and provides that debentures
may be issued from time to time in one or more series. The aggregate principal
amount of the 2000D Debentures is limited to $7,344,000.
The 2000D Debentures will be issued on December 1, 2000, and will bear
interest payable annually on December 1 of each year and on the maturity date at
the rate of 7.81% per annum. The 2000D Debentures mature on November 30, 2010.
If the 2000D Debentures are converted into the Company's Common Stock during the
applicable one-month conversion period (see "Conversion Rights" below), interest
ceases to accrue on June 30, 2005. If the 2000D Debentures are converted into
Common Stock during one of the special conversion periods (see "Conversion
Rights" below), interest ceases to accrue on the date of conversion. The 2000D
Debentures will be unsecured obligations of the Company, and the holders thereof
will rank equally with other unsecured creditors of the Company in bankruptcy,
including the holders of any other series of debentures. The 2000D Debentures
will be issued only in registered form, without coupons, in denominations of
$1,000 or any integral multiple thereof. The purchaser will be required to pay a
premium of $25 for each $1,000 in principal amount of the 2000D Debentures
purchased.
The Company currently has outstanding Convertible Debentures of the
2000A Series in the aggregate principal amount of $160,000, Convertible
Debentures of the 2000B Series in the aggregate principal amount of $175,000 and
Convertible Debentures of the 2000C Series in the aggregate principal amount of
$335,000. These debentures were also issued under the Indenture, which is
"qualified" under the Trust Indenture Act of 1939.
The terms of the 2000D Debentures include those stated under the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act as in effect on the date of the Indenture. Holders of the 2000D
Debentures are referred to the Trust Indenture Act of 1939 and the Indenture,
the form of which is incorporated by reference into this Registration Statement,
for a complete statement of those terms. The following is a summary of those
terms and the terms of the repurchase agreements to be executed by the holders
of the 2000D Debentures.
Conversion Rights
Debentureholders may convert 2000D Debentures into the Company's Common
Stock from November 1, 2005 through November 30, 2005. Prior to that one-month
conversion period, the 2000D Debentures will also be convertible:
- for the 30-day period immediately following the holder's
death;
- for the 30-day period immediately following a change of
control of the Company;
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- during the 30-day period immediately prior to redemption of
the entire series of 2000D Debentures of which the holder's
debentures are a part; or
- during the 30-day period prior to an initial registered public
offering of the Common Stock or upon a determination by the
Company's Board of Directors that the Common Stock is publicly
traded.
No other conversion period is provided for, and if the holder does not
convert to Common Stock on or prior to November 30, 2005, the conversion right
is lost. The entire principal amount (no partial conversions are permitted) of a
2000D Debenture is convertible into whole shares of stock at a conversion price
of $7.14 (less the amount of any dividend declared during 2000 after the date of
this Registration Statement and prior to the date of issuance of the 2000D
Debentures) per share, the formula price of the Common Stock (as determined
pursuant to the Company's Restated Certificate of Incorporation) as of the date
of issuance of the 2000D Debentures. A cash payment by the debentureholder,
determined with reference to the formula price of the Common Stock on the date
of conversion, is required where necessary to avoid the issuance of fractional
shares. The conversion rights will be adjusted to reflect stock splits, stock
dividends, stock reclassifications, certain issuances of securities or certain
corporate reorganizations between the date of purchase of the 2000D Debentures
and the date of conversion.
Ownership and Transfer Restrictions
2000D Debentures are being offered by the Company to employees whom the
Board of Directors and management determine have contributed significantly to
the growth and performance of the Company. Sales of the 2000D Debentures are
conditioned upon the execution of a repurchase agreement under which the
purchaser is generally restricted from transferring the debentures except to the
Company. The repurchase agreement also requires the debentureholder to sell the
any debentures of the Company back to the Company upon the termination of the
debentureholder's employment with the Company, other than as a result of the
death of the holder. Under the repurchase agreement, if a debentureholder dies
prior to the expiration of the applicable one-month conversion period described
above and the debentureholder's representative or estate fails to convert the
debentureholder's debentures prior to the earlier of: (1) the 30-day period
following the debentureholder's death, or (2) the expiration of the applicable
one-month conversion period, the debentureholder's representative or estate must
sell the debentureholder's debentures back to the Company. If a debentureholder
dies on or after the expiration of the applicable one-month conversion period,
the debentureholder's representative or estate must sell the debentureholder's
debentures back to the Company. In any of the above-described circumstances, the
Company will buy back the debentures at a price equal to the principal amount of
the debentures, together with accrued interest from the last interest payment
date to the date of such purchase at the stated rate. No payment will be made by
the Company with respect to the original bond premium. In the event the Company
is offered some, but not all, of a debentureholder's debentures, the Company may
purchase all of that holder's debentures.
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Redemption
Upon not less than ten (10) days' written notice, the Company may, at
its option, redeem all (but not less than all) of the debentures of any given
series at the principal amount thereof, together with accrued interest from the
last interest payment date to the date fixed for redemption at the stated rate.
No payment is made by the Company with respect to the original bond premium. The
Company may not redeem debentures of any series during the one-month conversion
period applicable to that series.
If the date fixed for redemption is prior to the applicable one-month
conversion period for the series of debentures to be redeemed, such debentures
are convertible during the 30-day period prior to the date fixed for redemption.
Modification of Indenture
The Indenture permits modification or amendment thereof with the
consent of the holders of not less than two-thirds in principal amount of each
series of debentures, but no modification of the terms of payment, conversion
rights, or the percentage required for modification will be effective against
any debenture holder without his consent.
Events of Default and Withholding of Notice Thereof to Debenture Holders
The Indenture provides for the following Events of Default with respect
to each series of the debentures: (i) failure to pay interest upon any of the
debentures of such series when due, continuing for a period of sixty (60) days
and (ii) failure to pay principal of the debentures of such series when due,
continuing for a period of sixty (60) days.
The Trustee, within ninety (90) days after the occurrence of a default
with respect to a particular series of debentures, is to give the holders of
debentures of such series notice of all defaults known to the Trustee, unless
cured prior to the giving of such notice, provided that, except in the case of
default in the payment of principal or interest on any of the debentures of such
series, the Trustee may withhold such notice if and so long as it in good faith
determines that the withholding of such notice is in the interest of the holders
of debentures of such series.
Upon the happening and during the continuance of a default with respect
to a particular series of debentures, the Trustee may declare the principal of
all the debentures of such series and the interest accrued thereon due and
payable, but if the default is cured, the holders of a majority of such
debentures may waive all defaults and rescind such declaration. Subject to the
provisions of the Indenture relating to the duties of the Trustee in case any
such default shall have occurred and be continuing, the Trustee will be under no
obligation to exercise any of its rights or powers at the request, order or
direction of any of the debenture holders unless they shall have offered to the
Trustee reasonable security or indemnity. A majority of the holders of
outstanding debentures of such series will have the right to direct the time,
method, and place of conducting any proceeding for exercising any remedy
available to the Trustee with respect to the debentures of such series.
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The Trustee
The Indenture contains limitations on the right of the Trustee, as a
creditor of the Company under other instruments, to obtain payment of claims in
specified cases, or to realize on certain property received in respect of any
such claim as security or otherwise.
Authentication and Delivery
The debentures may be authenticated and delivered upon the written
order of the Company without any further corporate action.
Satisfaction and Discharge of Indenture
The Indenture may be discharged upon payment or redemption of all of
the debentures or upon deposit with the Trustee of funds sufficient therefor.
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 Mark E. Belmont. Mr. Belmont,
General Counsel, is an employee of the Company. Mr. Belmont owns shares of
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
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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 X of the Company's
Restated Certificate of Incorporation ("Certificate") and Article VIII 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 Eleventh 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.
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ITEM 8. EXHIBITS.
Exhibits filed as a part of this Registration Statement are listed
below. Exhibits incorporated by reference are indicated in parentheses.
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EXHIBIT NUMBER DESCRIPTION
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4.1 Restated Certificate of Incorporation of Kiewit Materials Company (Exhibit 3.1 to
Amendment No. 5 to Kiewit Materials Company's Registration Statement on Form 10, filed
with the Securities and Exchange Commission on September 15, 2000).
4.2 Amended and Restated By-laws of Kiewit Materials Company (Exhibit 3.2 to Amendment No. 5
to Kiewit Materials Company's Registration Statement on Form 10, filed with the
Securities and Exchange Commission on September 15, 2000).
4.3 Indenture, dated as of September 14, 2000, by and between Kiewit Materials Company and
UMB Bank, N.A., as Trustee (Exhibit 4.1 to Kiewit Materials Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000, filed with the Securities and Exchange
Commission on September 22, 2000).
4.4 Form of 2000D Debenture.
4.5 Form of Repurchase Agreement for Convertible Debentures (Exhibit 4.15 to Amendment No. 4
to the Kiewit Materials Company and Peter Kiewit Sons', Inc.'s Joint Registration
Statement on Form S-4, filed with the Securities and Exchange Commission on August 8, 2000).
5.1 Opinion of Mark E. Belmont, Esq., with respect to legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Consent of Arthur Andersen LLP.
23.3 Consent of Perkins & Company, P.C.
23.4 Consent of Counsel (included in Exhibit 5.1).
99.1 Form T-1 Statement of Eligibility of Trustee (Exhibit 25.2 to Amendment No. 3 to Kiewit
Materials Company and Peter Kiewit Sons', Inc.'s Joint Registration Statement on Form
S-4, filed with the Securities and Exchange Commission on July 28, 2000).
</TABLE>
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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.
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(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.
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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 October 17, 2000.
KIEWIT MATERIALS COMPANY
By: /s/Christopher J. Murphy
-----------------------------------
Christopher J. Murphy
President and Chief Executive
Officer
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.
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Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Christopher J. Murphy President, Chief Executive Officer October 17, 2000
---------------------------- and Director
Christopher J. Murphy
/s/ Donald E. Bowman Vice President and Chief October 17, 2000
---------------------------- Financial Officer
Donald E. Bowman
/s/ Todd A. Freyer Controller October 17, 2000
----------------------------
Todd A. Freyer
/s/ Richard W. Colf Director October 17, 2000
----------------------------
Richard W. Colf
/s/ Bruce E. Grewcock Director October 17, 2000
----------------------------
Bruce E. Grewcock
/s/ William L. Grewcock Director October 17, 2000
----------------------------
William L. Grewcock
/s/ Richard Geary Director October 17, 2000
----------------------------
Richard Geary
/s/ James Goodwin Director October 17, 2000
----------------------------
James Goodwin
</TABLE>
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<TABLE>
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Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Walter Scott, Jr. Director October 17, 2000
----------------------------
Walter Scott, Jr.
/s/ Kenneth E. Stinson Chairman of the Board of Directors October 17, 2000
----------------------------
Kenneth E. Stinson
</TABLE>
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KIEWIT MATERIALS COMPANY
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
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<S> <C>
4.1 Restated Certificate of Incorporation of Kiewit
Materials Company (Exhibit 3.1 to Amendment No. 5 to
Kiewit Materials Company's Registration Statement on
Form 10, filed with the Securities and Exchange
Commission on September 15, 2000).
4.2 Amended and Restated By-laws of Kiewit Materials
Company (Exhibit 3.2 to Amendment No. 5 to Kiewit
Materials Company's Registration Statement on Form
10, filed with the Securities and Exchange Commission
on September 15, 2000).
4.3 Indenture, dated as of September 14, 2000, by and
between Kiewit Materials Company and UMB Bank, N.A.,
as Trustee (Exhibit 4.1 to Kiewit Materials Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, filed with the Securities and Exchange
Commission on September 22, 2000).
4.4 Form of 2000D Debenture.
4.5 Form of Repurchase Agreement for Convertible
Debentures (Exhibit 4.15 to Amendment No. 4 to the
Kiewit Materials Company and Peter Kiewit Sons',
Inc.'s Joint Registration Statement on Form S-4,
filed with the Securities and Exchange Commission on
August 8, 2000).
5.1 Opinion of Mark E. Belmont, Esq., with respect to
legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Perkins & Company, P.C.
23.4 Consent of Counsel (included in Exhibit 5.1).
99.1 Form T-1 Statement of Eligibility of Trustee (Exhibit
25.2 to Amendment No. 3 to Kiewit Materials Company
and Peter Kiewit Sons', Inc.'s Joint Registration
Statement on Form S-4, filed with the Securities and
Exchange Commission on July 28, 2000).
</TABLE>
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