The purpose of this amendment is to include Exhibit 27, the Financial Data
Schedule.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File number 0-3062
GUY F. ATKINSON COMPANY OF CALIFORNIA
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 94-1649018
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
1001 Bayhill Drive, San Bruno, California 94080
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 876-1000
Securities Registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
CAPITAL STOCK, without par value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes No X
As of January 31, 1995, the aggregate market value of the voting stock
held by nonaffiliates of the registrant was $66,299,854 based on closing
sale prices on the NASDAQ National Market System. This calculation does not
reflect a determination that certain persons are affiliates of the registrant
for any other purpose.
The number of shares of capital stock, without par value, outstanding as
of January 31, 1995 was 8,950,824.
Items 10, 11, 12 and 13 of Part III incorporate information by reference
from the definitive proxy statement for the Annual Meeting of Shareholders to
be held on April 19, 1995.
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
2 Agreement of Merger and Plan of
Reorganization dated as of April 22,
1994 between the Company and Guy F.
Atkinson Company of California, a
California corporation, for the purpose
of merging to reincorporate the
California company in the state of
Delaware.
3.1 Certificate of Incorporation of the
Company, filed as an exhibit to the
Form 10-Q of the Company for the period
ended March 31, 1994 (File No. O-3062)
and incorporated herein by reference.
3.2 Bylaws of the Company, filed as an
exhibit to the Form 10-Q of the Company
for the period ended March 31, 1994
(File No. O-3062) and incorporated
herein by reference.
4 Stockholder Rights Agreement, dated as
of May 9, 1994, between the Company and
The Bank of New York, as Rights Agent
("Shareholder Rights Agreement"), filed
as an exhibit to the Form 8-A of the
Company filed on May 10, 1994 (File No.
O-3062) and incorporated herein by
reference.
10.1 Loan Agreement and Guaranty Agreement,
dated December 23, 1991, relating to a
loan from the Guy F. Atkinson Company
Federal Credit Union and guaranteed by
Guy F. Atkinson Company, a Nevada
corporation, to William J. Carlson,
filed as Exhibit 10.1 to the Company's
1991 Form 10-K and incorporated herein
by reference.
10.2 Atkinson Corporate Management Incentive
Compensation Plan. Filed as Exhibit
10.4 to the Company's 1988 Form 10-K
and incorporated herein by reference.
10.3 Guy F. Atkinson Company of California
1990 Executive Stock Plan filed as
Exhibit 10.3 to the Company's 1990 Form
10-K and incorporated herein by
reference.
10.4 Guy F. Atkinson Company of California
Common Stock Purchase Warrant dated May
28, 1993 beween the Company and Morgan
Guaranty Trust Company filed as Exhibit
10.4 to the Company's 1993 Form 10-K
report and incorporated herein by
reference.
10.5 Employment Agreement dated as of April
21, 1994, between the Company and Jack
J. Agresti.
10.6 Continued Employment and Voluntary
Retirement Agreement dated April 21,
1994 between the Company and Thomas J.
Henderson.
10.7 Resignation Agreement and General
Release dated as of May 11, 1994,
between the Company and Christine V.
Braunlich.
21 Subsidiaries of the Company
24 Powers of Attorney of certain Directors
27 Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
GUY F. ATKINSON COMPANY OF CALIFORNIA
By: /S/ T. Ambrusko
T. Ambrusko
Vice President, General Counsel
and Corporate Secretary
Date: April 25, 1995.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 8,676
<SECURITIES> 69,765
<RECEIVABLES> 33,150
<ALLOWANCES> 0
<INVENTORY> 20,062
<CURRENT-ASSETS> 179,680
<PP&E> 51,896
<DEPRECIATION> 34,345
<TOTAL-ASSETS> 199,714
<CURRENT-LIABILITIES> 92,876
<BONDS> 2,199
<COMMON> 1,894
0
0
<OTHER-SE> 95,094
<TOTAL-LIABILITY-AND-EQUITY> 199,714
<SALES> 0
<TOTAL-REVENUES> 422,969
<CGS> 0
<TOTAL-COSTS> 437,049
<OTHER-EXPENSES> 43,249
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,092
<INCOME-PRETAX> (60,781)
<INCOME-TAX> (8,758)
<INCOME-CONTINUING> (52,023)
<DISCONTINUED> 40,104
<EXTRAORDINARY> 0
<CHANGES> (739)
<NET-INCOME> (12,658)
<EPS-PRIMARY> (1.42)
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