FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PETER KIEWIT SONS', INC.
(Exact name of registrant as specified in its charter)
Delaware 47-0210602
(State of incorporation) (I.R.S. Employer
Identification No.)
1000 Kiewit Plaza
Omaha, Nebraska 68131
(Address of principal (Zip code)
executive offices)
PETER KIEWIT SONS', INC.
EMPLOYEE OWNERSHIP PLAN
(Full title of the plan)
Kenneth D. Gaskins, Esq.
Peter Kiewit Sons', Inc.
1000 Kiewit Plaza
Omaha, Nebraska 68131
(402) 342-2052
(Name, address and telephone number
of agent for service)
_____________________________________________________________________________
Calculation of Registration Fee
Proposed
Maximum Proposed
Amount Offering Maximum Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share Price Fee
_____________________________________________________________________________
Class C Construction 1,050,000 $21.90 $22,995,000 $7,933
& Mining Group shares
Restricted Redeemable
Convertible Exchangeable
Common Stock, par value
$.0625 per share
Class D Diversified
Group Convertible 25,000 59.40 1,485,000 512
Exchangeable Common shares
Stock, par value
$.0625 per share
Total $8,445
_____________________________________________________________________________
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2.
The information furnished to participants is not required to be filed
with this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Securities and Exchange
Commission by the Company are incorporated by reference in this
registration statement:
(a) The Company's annual report on Form 10-K for the fiscal year ended
December 25, 1993.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 25, 1993.
(c) Descriptions of the Company's Class C Construction & Mining Group
Restricted Redeemable Convertible Exchangeable Common Stock ("Class C Stock")
and Class D Diversified Group Convertible Exchangeable Common Stock ("Class
D Stock") contained in the Company's Registration Statement on Amendment
No. 1 to Form S-4 filed November 4, 1991 (SEC File No. 33-43519).
All documents filed hereafter by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 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
Class C Stock
The description of this class of securities is incorporated by
reference. See Item 3(c) above. Of the 1,050,000 shares of Class C stock
being registered, approximately 12,594 shares are reserve for conversion of
$455,000 of Convertible Debentures issued in 1989. The 1989 Convertible
Debentures were described in the Company's Registration Statement on Form
S-8 filed July 11, 1989 (SEC File No. 33-29904). At the time of issuance,
each 1989 Debenture provided for conversion during October 1994 into a fixed
number of shares of the Company's Class C Common Stock, equal to the face
amount of the debenture divided by the 1989 formula price per share of Class
C Common Stock. The terms of the Debentures provide that an equivalent
number of shares are to issued if the Company's securities are changed
because of merger, recapitalization, or similar events. As described in the
Company's Registration Statement on Amendment No. 1 to Form S-4 filed
November 4, 1991 (SEC File No. 33-43519), the Company has reclassified its
common stock. Each share of old Class C Common Stock was exchanged on
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January 8, 1992 for one share of new Class C Stock and one share of new Class
D Stock. The 1989 Convertible Debentures, which had been convertible into a
fixed number of shares of old Class C Common Stock, are now convertible into
the same number of shares of new Class C Stock and an equal number of
shares of new Class D Stock.
Class D Stock
The description of this class of securities is incorporated by
reference. See Item 3(c) above. Of the 25,000 shares being registered,
approximately 12,594 shares of Class D Stock are reserved for conversion of
$455,000 of Convertible Debentures issued in 1989. See the explanation in
the preceding paragraph.
Item 5. Interests of Named Experts and Counsel
The legality of the securities offered by this Prospectus have been
passed upon for the Company by Kenneth D. Gaskins. Mr. Gaskins, Corporate
Counsel, is an employee of the Company. Mr. Gaskins owns shares of the
Company's Class C and Class D Stock and may be offered the opportunity to
purchase additional securities in this offering.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify its officers and directors to the extent provided
in that statute. The Company's Certificate of Incorporation and By-laws
contain provisions intended to indemnify officers and directors against
liability to the fullest extent permitted by the Delaware General
Corporation Law. The Delaware General Corporation Law empowers the Company
to maintain insurance on behalf of officers and directors against
liabilities incurred while acting in such capacities. The Company does
maintain such insurance.
Item 7. Exemption from Registration Claimed
No restricted securities are to be reoffered or resold pursuant to this
registration statement.
Item 8. Exhibits
Exhibits filed as a part of this Registration Statement are listed
below. Exhibits incorporated by reference are indicated in parentheses.
Exhibit
Number Description
4.1 Certificate of Incorporation (Exhibit 3.1 to
the Company's Annual Report on Form 10-K for 1991).
4.2 By-laws (Exhibit 3.4 to the Company's Annual Report
on Form 10-K for 1992).
4.4 Form of Stock Repurchase Agreement for Employee
Stockholders (Exhibit 2.1 to the Company's
Registration Statement on Form 8-A filed February
20, 1992).
<PAGE>
5 Opinion of Kenneth D. Gaskins, Esq., with respect to
legality of securities being registered.
23.1 Consent of Coopers & Lybrand.
23.2 Consent of Counsel (included in Exhibit 5).
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
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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering.
(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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 Securities
Exchange Act of 1934; 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.
(d) The undersigned registrant hereby undertakes to deliver, or cause
to be delivered with the prospectus to each employee to whom the prospectus
is sent or given a copy of the registrant's annual report to stockholders
for its last fiscal year, unless such employee otherwise has received a copy
of such report, in which case the registrant shall state in the prospectus
that it will promptly furnish, without charge, a copy of such report on
written request of the employee. If the last fiscal year of the registrant
has ended within 120 days prior to the use of the prospectus, the annual
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report of the registrant for the preceding fiscal year may be so delivered,
but within such 120 day period the annual report for the last fiscal year
will be furnished to each such employee.
(e) The undersigned registrant hereby undertakes to transmit or cause
to be transmitted to all employees participating in the plan who do not
otherwise receive such material as stockholders of the registrant, at the
time and in the manner such material is sent to its stockholders, copies of
all reports, proxy statements and other communications distributed to its
stockholders generally.
(f) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of issue.
<PAGE>
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
the ________ day of __________________, 1994.
PETER KIEWIT SONS', INC.
By:/s/ Robert E. Julian
_____________________________________
Robert E. Julian
Executive Vice President -
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the ________ day of
___________________, 1994.
Chairman of the Board
and President (principal
/s/ Walter Scott, Jr. executive officer)
________________________________
Walter Scott, Jr.
Director, Executive Vice
President-Chief Financial
/s/ Robert E. Julian Officer (principal financial
________________________________ officer)
Robert E. Julian
Vice President and
/s/ Frank V. Yelick Controller (principal
________________________________ accounting officer)
Frank V. Yelick
________________________________ ______________________________________
John Bahen, Director Charles M. Harper, Director
/s/ Richard L. Coyne /s/ Richard R. Jaros
________________________________ ______________________________________
Richard L. Coyne, Director Richard R. Jaros, Director
/s/ James Q. Crowe /s/ Leonard W. Kearney
________________________________ ______________________________________
James Q. Crowe, Director Leonard W. Kearney, Director
________________________________ ______________________________________
Robert B. Daugherty, Director Peter Kiewit, Jr., Director
/s/ Richard Geary /s/ Kenneth E. Stinson
________________________________ ______________________________________
Richard Geary, Director Kenneth E. Stinson, Director
/s/ William L. Grewcock /s/ George B. Toll, Jr.
________________________________ ______________________________________
William L. Grewcock, Director George B. Toll, Jr.,Director
<PAGE>
PETER KIEWIT SONS', INC.
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
5 Legal opinion of Kenneth D. Gaskins, Esq.
23.1 Consent of Coopers & Lybrand
<PAGE>
EXHIBIT 5
April 12, 1994
Peter Kiewit Sons', Inc.
1000 Kiewit Plaza
Omaha, Nebraska 68131
Re: Form S-8 Registration Statement
Gentlemen:
Reference is made to the Registration Statement on Form S-8 of
Peter Kiewit Sons', Inc. (the "Company"), to be filed with the
Securities and Exchange Commission on or about April 12, 1994 (the
"Registration Statement"). The Registration Statement will
register 1,050,000 shares of Class C Construction & Mining Group
Restricted Redeemable Convertible Exchangeable Common Stock and
12,594 shares of Class D Diversified Group Convertible Exchangeable
Common Stock.
As counsel to the Company, I am familiar with the contents of
the Registration Statement, the terms and conditions of the
securities to be registered thereunder, and the Trust Indenture
under which the Convertible Debentures will be issued.
Based on the foregoing, it is my opinion that the shares of
Class C Construction & Mining Group Restricted Redeemable
Convertible Exchangeable Common Stock and Class D Diversified Group
Convertible Exchangeable Common Stock, when sold pursuant to the
offering contemplated by the Registration Statement, will be
legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
/s/ Kenneth D. Gaskins
Kenneth D. Gaskins
Corporate Counsel
KDG/lsv
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Peter Kiewit Sons', Inc. on Form S-8 of our report
dated March 18, 1994, of our audits of the consolidated financial
statements and financial statement schedules of Peter Kiewit Sons',
Inc. as of December 25, 1993 and December 26, 1992, and for the
three years ended December 25, 1993, which report is included in
the Annual Report on Form 10-K of Peter Kiewit Sons', Inc.
/s/ Coopers & Lybrand
COOPERS & LYBRAND
Omaha, Nebraska
April 12, 1994
