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 300,000 $40.00 $12,000,000 $3,636
& Mining Group shares
Restricted Redeemable
Convertible Exchangeable
Common Stock, par value
$.0625 per share
Class D Diversified 100,000 $54.25 $5,425,000 $1,644
Group Convertible shares
Exchangeable
Common Stock, par value
$.0625 per share
Total $5,280
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 28, 1996.
(b) All other reports filed pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December
28, 1996.
(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. 3 to Form S-4 filed August 7, 1995 (SEC File No. 33-
60977).
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. On November 1 in each of 1993,
1994, 1995, and 1996, the Company issued Class Debentures,
convertible five years after issue date into a specific number of
shares of Class C Stock based on the formula price of the Class C
Stock on the date of issue. In 1997, the Company intends to redeem
all debentures issued in the 1993, 1994, 1995, and 1996 Series,
mandatorily converting the debentures into the previously specified
number of shares of Class C Stock. The 300,000 shares of Class C
Stock are being registered for such conversion purposes.
Class D Stock
The description of this class of securities is incorporated by
reference. See Item 3(c) above.
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 D 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 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).
4.3 Indenture dated as of July 1, 1986 between the Company
and the predecessor of First Bank National Association
Omaha as Trustee (Exhibit 4.2 to Amendment No. 1 to the
Company's Form S-1 Registration Statement filed August
11, 1986).
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).
4.5 Form of Agreement with respect to Convertible Debentures
of Peter Kiewit Sons', Inc. (Exhibit 4.6 to Amendment
No. 1 to the Company's Form S-1 Registration Statement
filed August 11, 1986).
5 Opinion of Kenneth D. Gaskins, Esq., with respect to
legality of securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
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 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, 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 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.
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 18th of September, 1997.
PETER KIEWIT SONS', INC.
By: /s/ Walter Scott, Jr.
Walter Scott, Jr.
President
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
18th day of September, 1997.
/s/ Walter Scott, Jr. Chairman of the Board and President
Walter Scott, Jr. (principal executive officer)
/s/ Eric J. Mortensen Controller
Eric J. Mortensen (principal financial and accounting officer)
/s/ Richard W. Colf /s/ Charles M. Harper
Richard W. Colf, Director Charles M. Harper, Director
/s/ James Q. Crowe /s/ Richard R. Jaros
James Q. Crowe, Director Richard R. Jaros, Director
/s/ Robert B. Daugherty /s/ Tait P. Johnson
Robert B. Daugherty, Director Tait P. Johnson, Director
/s/ Richard Geary /s/ Peter Kiewit, Jr.
Richard Geary, Director Peter Kiewit, Jr., Director
/s/ Bruce E. Grewcock /s/ Allan K. Kirkwood
Bruce E. Grewcock, Director Allan K. Kirkwood, Director
/s/ William L. Grewcock /s/ Kenneth E. Stinson
William L. Grewcock, Director Kenneth E. Stinson, Director
/s/ George B. Toll, Jr.
George B. Toll, Jr., Director
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 L.L.P.
EXHIBIT 5
September 17, 1997
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 September 18, 1997
(the "Registration Statement"). The Registration Statement will
register 300,000 shares of Class C Construction & Mining Group
Restricted Redeemable Convertible Exchangeable Common Stock and
100,000 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.
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.
Yours very truly,
/s/ Kenneth D. Gaskins
KDG/lsv Kenneth D. Gaskins
Corporate Counsel
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 14, 1997, except for Note 20, as to which the date is
March 26, 1997, of our audits of the consolidated financial
statements and financial statement schedule of Peter Kiewit Sons',
Inc. as of December 28, 1996 and December 30, 1995, and for the
three years ended December 28, 1996, 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
September 18, 1997
