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 Registra-
to be Registered Registered Share Price tion Fee
___________________________________________________________________
1996 Series $400,000 102.5% $410,000 142
Convertible
Debentures
due October
31, 2006
Total $142
REGISTRATION OF ADDITIONAL SECURITIES
Registrant hereby incorporates by reference the contents of
the Registration Statement on Form S-8 filed on May 1, 1996 at file
number 333-03049. The purpose of this Form S-8 is to register an
additional $400,000 face value of 1996 Series Convertible
Debentures due October 31, 2006. There are no other changes to the
previous Registration Statement, except those changes incorporated
by reference from the registrant's periodic filings on Form 10-Q.
Updated Exhibit Number 5A (opinion of Kenneth D. Gaskins, Esq.
with respect to legality of securities being registered) and
Exhibit Number 23.1A (Consent of Coopers & Lybrand L.L.P.) are
attached. Consent of Counsel is included in Exhibit 5A.
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 1st day of October, 1996.
PETER KIEWIT SONS', INC.
By: /s/ Richard R. Jaros
Richard R. Jaros
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 1st
day of October, 1996.
/s/ Walter Scott, Jr. Chairman of the Board
Walter Scott, Jr. and President (principal
executive officer)
/s/ Richard R. Jaros Director, Executive Vice
Richard R. Jaros President-Chief Financial
Officer(principal financial
officer)
/s/ Eric J. Mortensen Controller
Eric J. Mortensen (principal accounting
officer)
/s/ Richard W. Colf
Richard W. Colf, Director
/s/ Tait P. Johnson
James Q. Crowe, Director Tait P. Johnson, Director
/s/ Robert E. Julian
Robert B. Daugherty, Director Robert E. Julian, Director
/s/ Richard Geary /s/ Leonard W. Kearney
Richard Geary, Director Leonard W. Kearney, Director
/s/ Bruce E. Grewcock
Bruce E. Grewcock, Director Peter Kiewit, Jr., Director
/s/ William L. Grewcock /s/ Kenneth E. Stinson
William L. Grewcock, Director Kenneth E. Stinson, Director
/s/ George B. Toll, Jr.
Charles M. Harper, Director George B. Toll, Jr., Director
PETER KIEWIT SONS', INC.
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
5A Legal opinion of Kenneth D. Gaskins, Esq.
23.1A Consent of Coopers & Lybrand L.L.P.
EXHIBIT 5A
October 1, 1996
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 October 1, 1996 (the
"Registration Statement"). The Registration Statement will
register an additional $400,000 of 1996 Series Convertible
Debentures due October 31, 2006.
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 1996 Series
Convertible Debentures, when issued and sold pursuant to such
offering and in accordance with the terms of the Trust Indenture,
will be binding obligations of the Company.
I hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.
Yours very truly,
/s/ Kenneth D. Gaskins
KDG/lsv Kenneth D. Gaskins
Corporate Counsel
EXHIBIT 23.1A
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 19, 1996, except for Note 19, as to which the date is
March 27, 1996, of our audits of the consolidated financial
statements and financial statement schedules of Peter Kiewit Sons',
Inc. as of December 30, 1995 and December 31, 1994, and for the
three years ended December 30, 1995, which report is included in
the Annual Report on Form 10-K of Peter Kiewit Sons', Inc.
/s/ Coopers & Lybrand
COOPERS & LYBRAND L.L.P.
Omaha, Nebraska
October 1, 1996
