1995 PROXY STATEMENT
PETER KIEWIT SONS', INC.
1000 KIEWIT PLAZA
OMAHA, NEBRASKA 68131
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Peter Kiewit
Sons', Inc. (the "Company") for use at the annual meeting of
stockholders to be held on June 10, 1995. Class C and Class D
common stock are the only classes of the Company's securities
entitled to be voted at the meeting. There were 13,006,455 shares
of Class C stock and 21,251,591 shares of Class D stock outstanding
on March 31, 1995. Stockholders of record at the close of business
on April 28, 1995 will be entitled to notice of, and to vote at,
the annual meeting. This Proxy Statement and proxy forms were
first mailed or delivered to stockholders on or about May 3, 1995.
Nominations of Directors
The Board of Directors has determined that 15 directors are to
be elected and has nominated the following persons for election as
the Class C Directors and Class D Directors:
Class C Directors Class D Directors
Richard W. Colf James Q. Crowe
Richard Geary Robert B. Daugherty
Bruce E. Grewcock Charles M. Harper
William L. Grewcock Richard R. Jaros
Tait P. Johnson Robert E. Julian
Leonard W. Kearney
Peter Kiewit, Jr.
Walter Scott, Jr.
Kenneth E. Stinson
George B. Toll, Jr.
All the nominees are current directors of the Company, except Tait
P. Johnson. Each nominee has agreed to serve as a director, if
elected. Directors shall be elected to serve until the next annual
election and until their successors are duly elected and qualified.
Voting Procedures
The approval of a plurality of the Class D shares present in
person or by proxy at the annual meeting is required to elect the
nominees as the Class D Directors. The approval of a plurality of
the Class C shares present in person or by proxy at the annual
meeting is required to elect the nominees as the Class C Directors,
unless cumulative voting is required. Stockholders may vote in
person at the annual meeting or by proxy.
Separate proxy forms are enclosed for voting Class C and Class
D shares. Proxy forms which are properly signed, dated, and
returned will be voted at the meeting. By marking the enclosed
proxy forms, the stockholder may indicate voting preferences by:
(i) voting the full number of the stockholder's shares for each of
the Board's nominees; (ii) voting the full number of shares for
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some, but not all, of the Board's nominees; or (iii) voting for
none of the nominees. A person returning the enclosed proxy may
revoke it any time before it is voted at the meeting by: (i)
giving written notice of revocation to the Assistant Secretary;
(ii) sending a later-dated proxy; or (iii) revoking the proxy in
person at the meeting. Abstentions and broker non-votes will not
be counted as shares present on matters on which they are not
voted.
Under the Company's Restated Certificate of Incorporation, any
Class C stockholder is entitled to cumulative voting in any
election of the Class C Directors. Under the cumulative voting
method, the number of the stockholder's shares is first multiplied
by the number of Class C directors to be elected. The resulting
number of votes may then be voted for a single nominee or
distributed unequally among some or all of the nominees. After the
voting is closed, the nominees are ranked in order by the number of
votes received. The highest ranking nominees are then elected
until the number of open directorships is filled. The enclosed
proxy form for Class C shares does not utilize the cumulative
voting method. A separate proxy form which provides for cumulative
voting of Class C shares will be provided promptly to any
stockholder upon request, by writing to Michael A. Kelley, Stock
Registrar and Assistant Secretary, at 1000 Kiewit Plaza, Omaha,
Nebraska 68131, or by telephoning him at 402-342-2052.
Identification of Directors and Executive Officers
The table below shows information as of March 31, 1995 about
each director, nominee, and each executive officer, including his
business experience during the past five years (1990-1995) and
current directorships in other public reporting companies. The
Company partially owns three public reporting companies, California
Energy Company, Inc. ("CECI"), C-TEC Corporation ("C-TEC"), and MFS
Communications Company, Inc. ("MFS"). Officers of the Company are
elected annually by the directors. The next election of officers
will be at the first board meeting following the election of
directors on June 10, 1995. Unless otherwise shown, each person is
a Company employee.
Director
Name Business Experience Age Since
Walter Scott, Jr.* Chairman of Board and President; 63 1964
also a director of Berkshire
Hathaway Inc., Burlington
Resources Inc., CECI, ConAgra,
Inc., C-TEC, FirsTier Financial
Inc., MFS, and Valmont Industries, Inc.
Peter Kiewit, Jr. Attorney. Of counsel to the law 68 1966
firm of Gallagher & Kennedy of
Phoenix, Arizona.
William L. Grewcock*Vice Chairman 69 1968
Robert B. Daugherty Chairman of Board of Valmont 73 1986
Industries, Inc.; also a director
of KN Energy, Inc.
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Charles M. Harper Chairman of Board and CEO of RJR 67 1986
Nabisco Holdings Corp.; also a
director of ConAgra, Inc., E.I.
DuPont de Nemours and Company,
Norwest Corporation, Nabisco, Inc.,
and Valmont Industries, Inc.
Robert E. Julian* Executive Vice President-Chief 55 1987
Financial Officer (since 1991); Vice
President-Chief Financial Officer
(1990-1991); also a director of MFS,
and C-TEC.
Kenneth E. Stinson* Executive Vice President (since 52 1987
1991); Vice President (1990-1991);
Chairman and CEO, Kiewit Construction
Group Inc. ("KCG"); also a director
of MFS.
Richard Geary* Executive Vice President, KCG; 60 1988
President of Kiewit Pacific Co.
Leonard W. Kearney* Vice President, KCG; President, 54 1989
Kiewit Construction Company and
Kiewit Western Co.
George B. Toll, Jr.*Executive Vice President, KCG 59 1993
(1994); Vice President, Kiewit
Pacific Co.
James Q. Crowe* Chairman of the Board and CEO 45 1993
of MFS; also a director of CECI
and C-TEC.
Richard R. Jaros* Executive Vice President (since 43 1993
1993); Vice President (1990-1992);
Chairman (since 1993), President
and CEO (1992-1993) of CECI; Vice
President, Kiewit Diversified Group
Inc. (1990); also a director
of CECI, C-TEC, and MFS.
Richard W. Colf* Vice President, Kiewit Pacific Co. 51 1994
Bruce E. Grewcock* President (since 1992), Sr. Vice 41 1994
President (1991-1992), Vice
President (1990-1991), Kiewit
Mining Group Inc.
Tait P. Johnson President, Gilbert Central Corp. 45 --
and Gilbert Texas Construction Corp.
Identified by asterisks are the 11 current executive officers
of the Company. The Company considers its executive officers to be
its directors who are employed by the Company or its subsidiaries.
Bruce E. Grewcock is the son of William L. Grewcock.
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Information About the Board of Directors
The Board of Directors has an Audit Committee, an Executive
Compensation Committee, a Management Compensation Committee, and an
Executive Committee.
The current audit committee members are Messrs. Kearney
(Chairman) and Kiewit. The functions of the audit committee are to
recommend the selection of the independent auditors; review the
results of the annual audit; inquire into important internal
control, accounting and financial matters; and report and make
recommendations to the full Board of Directors. The Committee had
three meetings in 1994.
The current Executive Compensation Committee members are
Messrs. Daugherty, Harper, and Kiewit, none of whom are employees
of the Company. This committee reviews the compensation of the
Company's executive officers. The committee had one formal meeting
in 1994. See "Report of Executive Compensation Committee" below.
The current Management Compensation Committee members are
Messrs. William Grewcock (Chairman), Geary, Julian, and Stinson.
The purpose of this committee is to review the compensation,
securities ownership, and benefits of the Company's employees other
than its executive officers. This committee had two meetings in
1994.
The current Executive Committee members are Messrs. Scott
(Chairman), William Grewcock, Julian, Stinson, and Jaros. The
committee exercises the powers of the Board between Board meetings,
except powers assigned to other committees. During 1994, the
committee had no formal meetings, acted by written consent action
in lieu of a meeting on six occasions, and had several informal
meetings.
The Company does not have a nominating committee. The
Company's Restated Certificate of Incorporation provides that the
incumbent Class C Directors may nominate a slate of Class C
Directors and the incumbent Class D Directors may nominate a slate
of Class D Directors, for election at the annual meeting of
stockholders. On April 28, 1995, the incumbent Class C and Class
D Directors nominated the respective slates listed on the first
page of this Proxy Statement.
The Board of Directors of the Company had six formal meetings
in 1994 and acted by written consent action on two occasions. In
1994, no director attended less than 75% of the meetings of the
Board of Directors and the committees of which he was a member,
except Mr. Harper, who was unable to attend five Board and
Committee meetings.
Directors who are employees of the Company or its subsidiaries
do not receive directors' fees. Non-employee directors are paid
annual directors' fees of $25,000, plus $1,500 for attending the
January meeting, $1,000 for attending each meeting of the Board of
Directors, and $1,000 for attending each meeting of a committee of
the Board.
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Report of Executive Compensation Committee
The Executive Compensation Committee of the Board of Directors
has furnished the following report on executive compensation:
"The Executive Compensation Committee of the Board of
Directors is composed entirely of non-employee directors. This
Committee is responsible for reviewing and approving on an annual
basis the compensation of the Company's chief executive officer and
the other executive officers of the Company. The objectives of the
Company's executive compensation program are to (a) support the
achievement of desired Company performance, (b) provide
compensation that will attract and retain superior talent, (c)
reward performance, (d) and align the executive officers' interests
with the success of the Company by placing a portion of total
compensation at risk. The executive compensation program has two
elements: salaries and bonuses. The program provides base
salaries which are intended to be competitive with salaries
provided by other comparable companies. Bonuses are the vehicle by
which executive officers can earn additional compensation depending
on individual, business unit, and Company performance. The
Compensation Committee uses its discretion to set executive
compensation at levels warranted in its judgment by external,
internal, or individual's circumstances.
"The committee determines the salary and bonus of the chief
executive officer. In 1994, the Committee approved an annual
salary (for the 1994-1995 pay cycle) of $630,000 for Mr. Scott. In
1995, the Committee has approved an annual salary (for the 1995-
1996 pay cycle) of $630,000. In recognition of Mr. Scott's
contributions to the Company's performance in 1994, the Committee
has approved a bonus of $500,000, payable in 1995. A number of
factors were considered in setting Mr. Scott's bonus, including the
Company's overall performance, the increase in the combined stock
formula prices, as well as Mr. Scott's personal effort and
accomplishments in managing the Company. After considering all of
the factors, the Committee felt the approved bonus was well within
a reasonable range."
The foregoing report dated April 28, 1995 has been furnished
by the Executive Compensation Committee, Messrs. Daugherty, Harper
and Kiewit.
Security Ownership of Certain Beneficial Owners and Management
The table below shows information about the ownership of the
Company's common stock as of March 31, 1995 by the Company's
directors, nominees and executive officers (individually and as a
group), and each person who beneficially owns more than 5 percent
of a class of the Company's voting securities.
<PAGE>
Management Table.
Number of Percent of Number of Percent of
Class C Class C Class D Class D
Name Shares Shares Shares Shares
Walter Scott, Jr. 1,471,000 11.3%(1) 2,608,634(2) 12.3%
Kenneth E. Stinson 599,964 4.6 29,964 0.1
Richard Geary 518,768 4.0 161,020(3) 0.8
George B. Toll, Jr. 351,308 2.7 87,136 0.4
Richard W. Colf 342,068 2.6 71,133 0.3
Robert E. Julian 314,892 2.4(4) 249,892(4) 1.2
Leonard W. Kearney 259,009 2.0 172,282(5) 0.8
Tait P. Johnson 156,295 1.2 41,295 0.2
Bruce E. Grewcock 142,200 1.1 52,200 0.2
William L. Grewcock 22,048 0.2 1,164,323 5.5
Richard R. Jaros 39,900 0.3 77,900 0.4
James Q. Crowe - - 130,595 0.6
Robert B. Daugherty - - 9,000 <.1
Charles M. Harper - - 9,000 <.1
Peter Kiewit, Jr. - - 2,000 <.1
Directors and Executive
Officers as a Group 4,217,452 32.4% 4,866,374 22.9%
Beneficial Owner Table.
Donald L. Sturm 1,822,375(6) 8.6%
(1) The Certificate of Incorporation limits each employee's ownership
to 10% of the Class C shares (outstanding shares plus shares
reserved for conversion of debentures), measured each January 1.
Mr. Scott's ownership was 11% on January 1, 1995; he has one year
to reduce his holdings.
(2) Table does not include 1,582,252 Class D shares held in irrevocable
trusts under which the trustee is required to vote with the
management of the Company.
(3) Does not include 40,000 Class D shares owned by Mrs. Geary.
(4) Does not include 55,200 Class C shares and 55,200 Class D shares
held in irrevocable trusts under which the trustee is required to
vote with the management of the Company.
(5) Does not include 38,636 Class D shares owned by Mrs. Kearney.
(6) Mr. Sturm's mailing address is 9916 Fieldcrest Road, Omaha,
Nebraska 68114.
Summary Compensation Table
The table below shows the annual compensation of the Company's chief
executive officer and the other four most highly compensated executive
officers (the "Executive Group"). Peter Kiewit Sons', Inc. does not
currently have plans under which options, stock appreciation rights,
restricted stock awards, long-term incentive compensation, or pension
benefits are held by the Executive Group.
<PAGE>
Annual Compensation
Name and Other Annual
Principal Position Year Salary ($) Bonus ($) Compensation ($)
Walter Scott, Jr. 1994 630,000 500,000 126,900(1)
Chief Executive Officer 1993 630,000 750,000 131,500
1992 630,000 360,000 119,000
James Q. Crowe(2) 1994 373,100 500,000 -
CEO of MFS 1993 324,100 550,000 -
Kenneth E. Stinson 1994 310,800 475,000 -
Executive Vice President 1993 253,500 500,000 -
1992 217,500 400,000 -
Richard Geary 1994 234,800 450,000 -
Executive Vice President 1993 215,700 500,000 -
of KCG 1992 175,600 500,000 -
Richard R. Jaros(3) 1994 276,000 300,000 -
Executive Vice President 1993 293,700 250,000 -
(1) The Company reports the non-business use of Company aircraft by
employees as required by federal income tax regulations. Mr. Scott
reported $126,900, $131,500 and $119,000 of such taxable income for
1994, 1993, and 1992, respectively. Except for these items, the
Company has no Other Annual Compensation items to report.
(2) Mr. Crowe became a director and executive officer of the Company in
June 1993. Mr. Crowe received salary of $324,100 and a bonus of
$250,000 from MFS during 1993; in addition, the Company paid Mr.
Crowe a bonus of $300,000 for 1993. Mr. Crowe received the listed
salary and bonus from MFS during 1994.
(3) Mr. Jaros became a director and executive officer of the Company in
June 1993. Mr. Jaros received a 1993 salary of $209,001 from CECI
and $84,700 from the Company. He also received $250,000 from CECI
as a combined 1993 bonus and a severance payment in connection with
the mutual termination of his three year employment contract.
Options/SARs
The Company has no outstanding options and has not granted any new stock
appreciation rights ("SARs") since 1990. No SARs are held by or were
exercised by the Executive Group during 1994, except by Mr. Jaros. Mr. Crowe
was granted options on MFS common stock in 1992; he did not exercise any of
those options in 1994. Messrs. Scott, Crowe, and Jaros hold certain options
on CECI common stock. The following required table provides information on
the value of the unexercised options/SARs of the Executive Group as of the
end of the 1994 fiscal year.
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End
Option/SAR Values Table
Number of Securities Value of Un-
Shares Underlying Un- exercised In-
Acquired exercised Options/ the-Money Options/
on Value SARs at Fiscal Year SARs at Fiscal
Exercise Realized End (#) Year End ($)
(#) ($) Exercisable Un- Exercisable Un-
Name Exercisable Exercisable
Walter Scott, Jr.
CECI(1) - - 10,000 - 7,500 -
James Q. Crowe
CECI(1) - - 10,000 - 7,500 -
MFS(2) - - 415,508 415,507 8,601,016 8,600,995
Kenneth E. Stinson - - - - - -
Richard Geary - - - - - -
Richard R. Jaros
CECI(1) - - 300,625 109,375 312,188 70,313
PKS(3) - - - 4,000 - 204,400
(1) Values of the CECI options are the difference between the
exercise price of the options and the closing price of the
CECI common stock on the New York Stock Exchange of $15.625
per share on December 31, 1994.
(2) Values of the MFS options are the difference between the
exercise price of the options and the last reported sale price
for the MFS common stock as reported by the NASDAQ National
Market of $32.75 per share on December 31, 1994.
(3) Mr. Jaros was granted 4,000 SARs in 1990 under the Kiewit
Long-Term Incentive Plan established in 1986 to provide
compensation based on increase in the value of the Company's
common stock. The SARs granted in 1990 were not exercisable
until maturity on January 1, 1995 unless employment was
terminated prior to maturity. Price appreciation and
dividends over the five year period resulted in a final
payment in 1995 of $51.10 per 1990 SAR.
Compensation Committee Interlocks and Insider Participation
Mr. Julian is a member of the Compensation Committee of C-TEC.
Mr. Jaros is a member of the Compensation Committees of CECI and
MFS.
<PAGE>
Stock Performance Graphs
The two graphs below compare the cumulative total return
(stock appreciation plus reinvested dividends) of classes of the
Company's common stock with the Standard and Poors Composite 500
Index ("S&P 500 Index") and other indexes of publicly traded
stocks. Unlike publicly traded stocks, the Company's stock is
valued by a formula contained in the Company's certificate of
incorporation. Company stock is valued at the end of the Company's
fiscal year and the formula value is reduced as dividends are
declared during the year. For purposes of the graphs, it is
assumed that dividends are immediately reinvested in additional
shares of the Company's common stock, although such reinvestment is
not permitted in actual practice. Although the Company's fiscal
year ends on the last Saturday in December, its stock is compared
against indexes which assume a fiscal year ending December 31. On
January 8, 1992, the Company's common stock was reclassified. Each
old Class B or Class C share was exchanged for one new Class B or
Class C share and one Class D share. The formula value of the new
Class B and Class C shares is related to the performance of the
Company's Construction & Mining Group. The formula value of the
new Class D shares is related to the performance of the Company's
Diversified Group.
The following graph compares the cumulative total return of
the Company's old Class B and Class C shares with the S&P 500 Index
for the years 1990 and 1991.
COMPARISON OF TWO YEAR CUMULATIVE TOTAL RETURN*
BETWEEN PETER KIEWIT SONS', INC. OLD CLASS B/C STOCK
AND THE S&P 500 INDEX
(*$100 invested on 1/1/90 in stock or index - including
reinvestment of dividends. Fiscal year ending in December.)
Fiscal Year End
1990 1991
Peter Kiewit Sons', Inc. Old Class B/C Stock $110 $157
S&P 500 Index 97 126
<PAGE>
The following graph compares for 1992, 1993 and 1994 the
cumulative total return of the Company's Class B and Class C shares
with (a) the S&P 500 Index and (b) the Dow Jones Heavy Construction
Index. The graph also compares the Company's Class D shares with
the S&P 500 Index. Because of the multiple lines of business of
the Diversified Group, the Company does not believe that published
industry indexes are representative of the Diversified Group or its
businesses, nor does the Company believe that it can construct an
index of peer group companies or a market capitalization index that
is representative of the Diversified Group or its businesses.
COMPARISON OF THREE YEAR CUMULATIVE TOTAL RETURN*
AMONG PETER KIEWIT SONS', INC. CLASS B/C STOCK,
CLASS D STOCK, THE S&P 500 INDEX, AND
THE DOW JONES HEAVY CONSTRUCTION INDEX
(*$100 invested on 1/1/92 in stock or index - including
reinvestment of dividends. Fiscal year ending in December.)
Fiscal Year End
1992 1993 1994
Peter Kiewit Sons', Inc. Class B/C Stock $136 $168 $199
Peter Kiewit Sons', Inc. Class D Stock 110 131 132
S&P 500 Index 108 118 120
Dow Jones Heavy Construction Index 97 102 98
<PAGE>
Certain Relationships and Related Transactions
The Company loaned Mr. Toll $800,000 during 1994 in connection
with the purchase of a residence and relocation expenses. The full
principal amount of his non-interest bearing demand note payable to
the Company is currently outstanding.
Accountants
Coopers & Lybrand, certified public accountants, have been
selected by the Board of Directors as the independent public
accountants for the Company. Representatives of Coopers & Lybrand
are expected to be present at the stockholders' meeting and will
have the opportunity to make a statement and to respond to
appropriate questions.
Other Matters
Management knows of no other matters to be voted upon at the
annual meeting. The discretion of the proxyholders is limited to
casting votes for the election of directors as directed by
stockholder proxies and voting on procedural matters incidental to
fulfilling those directions.
Solicitation Expenses
The Company will bear the cost of the solicitation of proxies.
In addition to the use of mail, proxies may be solicited in person
or by telephone by management or other employees of the Company,
for which they will receive no additional compensation.
1996 Stockholder Proposals
Any proposals from stockholders intended to be presented at
the 1996 annual meeting of stockholders must be received by the
Company by January 9, 1996, in order to be included in the proxy
materials for that meeting. Any such proposals should be sent to
the Secretary, Peter Kiewit Sons', Inc., 1000 Kiewit Plaza, Omaha,
Nebraska 68131.
Annual Report
The Company is mailing to each stockholder, along with this
Proxy Statement, a copy of its annual report. The Company's annual
report is its Form 10-K for the fiscal year ending December 31,
1994, as filed with the U.S. Securities and Exchange Commission.
THE COMPANY WILL FURNISH WITHOUT CHARGE UPON THE WRITTEN
REQUEST OF A STOCKHOLDER A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES, AND
EXHIBITS, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
WRITTEN REQUESTS SHOULD BE ADDRESSED TO STOCK REGISTRAR, PETER
KIEWIT SONS', INC., 1000 KIEWIT PLAZA, OMAHA, NEBRASKA 68131.
PETER KIEWIT SONS', INC.
May 3, 1995
