SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(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 94066
(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:
COMMON STOCK, $0.01 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 X No___
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 common stock, at $0.01 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
held on April 19, 1995.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, or 15(d) of
THE SECURITIES AND EXCHANGE ACT OF 1934
GUY F. ATKINSON COMPANY OF CALIFORNIA
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its 1994
Annual Report on Form 10-K as set forth in the pages attached
hereto.
1. Amendment to Part IV, Item 14(a)3.
1. Amendment to Exhibit Index.
2. Exhibit 24.1 - Consent of Coopers & Lybrand.
3. Exhibit 99.1 - Financial Statements of the
Atkinson Retirement Stock and Investment Plan for
the fiscal year ended December 31, 1994 required
by Form 11-K.
Pursuant to the requirements 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
Date: June 29, 1995 By /s/
J. J. Agresti, President
and Chief Executive Officer
<PAGE>
Part IV, Item 14(a)3. Exhibits of Guy F. Atkinson Company of
California's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 is amended to add the following.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) 3. Exhibits
Exhibit
Number
24.1 Consent of Coopers & Lybrand
99.1 Financial statements of the Atkinson Retirement Stock
and Investment Plan for the fiscal year ended December
31, 1994 required by Form 11-K.
<PAGE>
The Exhibit Index of Guy F. Atkinson Company of California's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 is amended to add the following exhibits.
Exhibit
No. Description
24.1 Consent of Coopers & Lybrand dated June 29, 1995.
99.1 Financial Statements of the Atkinson Retirement Stock
and Investment Plan for the fiscal year ended December
31, 1994 required by Form 11-K.
<PAGE>
Exhibit 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Guy F. Atkinson Company of California on Post-
Effective Amendment No. 2 to Form S-8 (File No. 33-6296) and Form
S-8 (File No. 33-34891) of our report dated June 29, 1995, on our
audits of the financial statements and financial statement
schedules of the Atkinson Retirement Stock and Investment Plan as
of December 31, 1994 and 1993, and for the year ended December
31, 1994, which report is included in this Annual Report on Form
11-K.
/s/
Coopers & Lybrand
San Francisco, California
June 29, 1995
<PAGE>
Exhibit 99.1
GUY F. ATKINSON COMPANY OF CALIFORNIA
ATKINSON RETIREMENT STOCK AND
INVESTMENT PLAN
FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1994
The financial statements attached hereto contain the financial
statements for the Atkinson Retirement Stock and Investment Plan
required by form 11-K.
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
as of December 31, 1994 and 1993
and for the year ended December 31, 1994
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
TABLE OF CONTENTS
Description
Item
1. Financial Statements and Exhibits
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
Item 1. Financial Statements and Exhibits
(a) Financial Statements of the Plan Included Herein:
Report of Independent Accountants
Financial Statements:
Statements of Net Assets Available for Benefits as of
December 31, 1994 and 1993
Statement of Changes in Net Assets Available
for Benefits for the year ended December 31, 1994
Notes to Financial Statements
Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1994
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1994
Other schedules are omitted because they are not
applicable or the information required is contained in the
financial statements
(b) Exhibits: None
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
I N D E X
Pages
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for
Benefits as of December 31, 1994 and 1993 3
Statement of Changes in Net Assets Available
for Benefits for the year ended December
31, 1994 4
Notes to Financial Statements 5-11
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1994 12-13
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1994 14-76
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Guy F. Atkinson Company of California:
We have audited the accompanying statements of net assets available for
benefits of the Atkinson Retirement Stock and Investment Plan as of December
31, 1994 and 1993, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1994. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as
of December 31, 1994 and 1993, and the changes in net assets available for
benefits for the year ended December 31, 1994 in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as listed
in the accompanying index, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
Coopers & Lybrand L.L.P.
San Francisco, California
June 29, 1995
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1994 and 1993
ASSETS 1994 1993
Investments, at fair value $43,343,750 $44,765,923
Interest and dividends receivable 230,235 395,009
Cash - 183,789
Total assets 43,573,985 45,344,721
LIABILITIES
Due to brokers 487,355 685,743
Prefunded contributions received from
participating company 115,394 286,437
Total liabilities 602,749 972,180
Net assets available for benefits $42,971,236 $44,372,541
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1994
Additions:
Contributions:
Participants $ 1,888,310
Participating company 980,788
2,869,098
Investment income:
Dividend income 248,895
Interest income 1,189,171
Net appreciation in fair value of
investments 483,352
1,921,418
Total additions 4,790,516
Deductions:
Benefits paid to participants 5,925,652
Administrative fees 266,169
Total deductions 6,191,821
Net decrease (1,401,305)
Net assets available for benefits:
Beginning of year 44,372,541
End of year $42,971,236
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies:
Basis of Accounting:
On December 1, 1987, the Atkinson Retirement Investment Plan (the Investment
Plan) was merged into the Atkinson Retirement Stock Plan (the Stock Plan) and
renamed the Atkinson Retirement Stock and Investment Plan (the Plan). In
accordance with the Employee Retirement Income Security Act of 1974 (ERISA),
the financial statements of the Plan are prepared in conformity with generally
accepted accounting principles.
Investment Valuation:
Investments traded on a national securities exchange are valued at the closing
sales price on the last business day of the year; securities traded in the
over-the-counter market and listed securities for which no sale was reported
on that date are valued at the last reported bid price except for National
Market System over-the-counter stocks which are valued at their closing market
price.
The Plan presents in the Statement of Changes in Net Assets the net
appreciation (depreciation) in the fair value of its investments which
consists of the realized gains and losses and the unrealized appreciation
(depreciation) on those investments.
Contributions:
Contributions from the Participating Company are accrued in the period when
earned. The term Participating Company means Guy F. Atkinson Company (the
Company), any Subsidiary, and any partnership (including joint ventures) of
which the Company or a Subsidiary is the managing partner, provided that such
Subsidiary or such partnership is designated as a Participating Company by the
Company and has accepted such designation by adopting the Plan.
Plan Expenses:
Trustee, audit, legal, and investment management fees are paid by the Plan.
All other expenses related to the operation and administration of the Plan are
paid by the Company.
<PAGE>
Note 1. Summary of Significant Accounting Policies (continued):
Other:
Purchases and sales of securities are reflected on a trade-date basis. Gain
or loss on sales of securities is based on average cost.
Dividend income is recorded on the ex-dividend date. Interest income is
recorded as earned on an accrual basis.
Note 2. General Provisions of the Plan:
The Plan consists of two components: the "Stock Plan", which is a
continuation of the Atkinson Retirement Stock Plan; and the "Investment Plan"
which is a continuation of the Atkinson Retirement Investment Plan. The
purpose of the Plan is to provide participants with retirement benefits
through a program of regular savings by participants and contributions by the
Participating Company.
The following is a summary of the principal provisions of the Plan:
Participation in the Plan:
Participation in the Plan is voluntary. Any person who is employed by a
Participating Company on a salaried basis and certain non-union hourly
employees are eligible to participate in the Plan following the completion
of one year of service.
Contributions Under the Stock Plan:
Each participant in the Stock Plan is required to make basic deferred
contributions at a rate of 1%, 2% or 3% of the participant's earnings.
Earnings consist of salary, incentive compensation, certain bonuses and
foreign service premiums.
Each participant in the Investment Plan is required to make basic deferred
contributions at a rate of 2% of the participant's earnings. Each
participant who is contributing basic deferred contributions to the
Investment Plan and who also is contributing basic deferred contributions
at the maximum rate of 3% of earnings to the Stock Plan may contribute
supplemental deferred contributions to the Investment Plan and to the Stock
Plan at whole percentage rates of up to 5% of earnings. However, the total
rate of a participant's supplemental deferred contributions to the Stock
Plan and to the Investment Plan may not exceed 5% of earnings.
Note 2. General Provisions of the Plan (continued):
For each Plan year, the Participating Company is required to make Stock and
Investment Plan company contributions out of current or accumulated profits
in an amount matching the total basic deferred contributions to the Plan
for such year.
Trustee and Investment of Trust Funds:
Effective December 1, 1987, the Company entered into a trust agreement with
The Bank of California, National Association (the Trustee), under which
such Bank acts as Trustee of a trust fund consisting of all contributions
by the Participating Company and the participants in the Plan. The Trust
Fund consists of two parts: the "Stock Plan Trust" and the "Investment
Plan Trust." The Stock Plan Trust is invested by the Trustee primarily in
stock of Guy F. Atkinson Company of California acquired through brokers at
fair market value. The Trustee is also authorized at its sole discretion
to invest assets of the Stock Plan Trust in United States government
obligations, bank savings accounts or certificates of deposit, treasury
bills and similar investments.
Pursuant to the Investment Plan Trust the Trustee maintains three
investment funds; the "Diversified Investment Fund," the "Fixed Income
Fund" and the "Money Market Fund." The Diversified Investment Fund may
consist of equity securities, debt securities or other investments of any
kind, as selected by the Plan's investment managers, including (without
limitation) shares of common and preferred stocks, corporate or municipal
bonds, real property, group annuity contracts, insurance company pooled
separate accounts, bank common or collective trust funds, mutual funds or
other pooled investment funds. The Fixed Income Fund may be invested in
corporate or municipal bonds, preferred stocks, commercial paper, bankers'
acceptances, obligations of the United States, certificates of deposit,
mortgage loans, savings accounts or other debt securities of any kind,
including (without limitation) any group annuity contracts, bank common or
collective trust funds, mutual funds and insurance company pooled separate
accounts or guaranteed principal contracts. The Money Market Fund may be
invested in short-term United States Treasury debt securities.
A participant may direct the investment of employee contributions and
Company contributions allocated to the participant under the Investment
Plan between the Diversified Investment Fund, the Fixed Income Fund, and
the Money Market Fund in multiples of 5%.
<PAGE>
Note 2. General Provisions of the Plan (continued):
Trustee and Investment of Trust Funds, (continued):
Participants' interest in their contributions and earnings of the Trust
Fund attributable thereto are fully vested and not subject to forfeiture.
To the extent that a participant's interest in the Plan is attributable to
contributions by the Participating Company, such interest will vest fully
when the participant retires under the Plan, becomes disabled or dies.
When a participant's employment terminates before retiring, becomes
disabled or dies, the interest in the Company Contribution Account vests in
increasing percentages over a 60 to 180 month period of service after which
time the interest is fully vested. Additionally, any part of a
participant's interest in the Plan which is not vested when participation
ceases constitutes a forfeiture and as of January 1, 1991 reverts to the
Company. Balances of participant accounts forfeited during the years ended
December 31, 1994 and 1993 were $173,312 and $209,446, respectively. After
the participant incurs a "One Year Break in Service," as defined in the
Plan, such forfeitures revert to the Company.
<PAGE>
Note 3. Investments:
Investments consist of the following:
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
Fair Market Fair Market
Value Cost Value Cost
<S> <C> <C> <C> <C>
Short-term investments $ 7,218,882 $ 7,218,882 $ 3,247,930 $ 3,247,930
Corporate bonds 2,405,697 2,443,473 - -
U.S. Government bonds 8,346,239 8,638,003 16,550,900 15,565,246
Common stocks 11,054,452 10,918,984 12,495,675 11,415,873
Common stock of Guy F.
Atkinson Company
of California 14,318,480 17,614,142 12,471,418 18,811,734
$43,343,750 $46,833,484 $44,765,923 $49,040,783
</TABLE>
During 1994, the Plan's investments (including investments bought, sold,
and held during the year) appreciated/ (depreciated) in value as
follows:
U.S. Government bonds $(1,499,046)
Common stocks (520,080)
Common stock of Guy F. Atkinson
Company of California 2,502,478
$ 483,352
<PAGE>
Note 4. Allocation to Investment Programs:
The following represents the net assets as of December 31, 1994 and the
changes in net assets for the year then ended by investment program:
<TABLE>
<CAPTION>
Investment Plan Trust
Stock Diversified Fixed Money
Plan Investment Income Market
Total Trust Fund Fund Fund
<S> <C> <C> <C> <C>
Additions:
Contributions:
Participants $ 1,888,310 $ 768,375 $ 961,466 $ 128,816 $ 29,653
Participating Company 980,788 578,955 341,678 48,283 11,872
2,869,098 1,347,330 1,303,144 177,099 41,525
Investment income:
Dividend income 248,895 248,895
Interest income 1,189,171 2,096 965,040 203,156 18,879
Net appreciation/(depreciation)
on investments 483,352 2,502,478 (1,760,129) (258,997)
1,921,418 2,504,574 (546,194) (55,841) 18,879
Total additions 4,790,516 3,851,904 756,950 121,258 60,404
Deductions:
Benefits paid to
participants 5,925,652 1,844,331 3,568,192 488,162 24,967
Administrative fees 266,169 19,461 224,563 21,430 715
Total deductions 6,191,821 1,863,792 3,431,709 621,730 274,590
Fund transfers - - (361,046) 112,138 248,908
Net assets available for
benefits:
Beginning of year 44,372,541 12,145,284 28,380,039 3,517,005 330,213
End of year $42,971,236 $14,133,396 $25,705,280 $3,016,533 $ 116,027
Number of employees under
each investment program 411 392 162 49
</TABLE>
<PAGE>
Note 5. Prefunded Contributions:
During 1988, the Company prefunded future Participating Company
contributions to the Plan by a transfer of funds from the Company's
terminated defined benefit plan.
At December 31, 1994, the initial prefunding has been reduced to
$115,394 by offsetting contributions due from the Participating
Company.
Note 6. Income Tax Status of the Plan:
The Plan is designed to constitute a qualified plan under section
401(a) and 401(k) of the Internal Revenue Code and is therefore
considered to be exempt from federal income taxes under section
501(a). A favorable determination letter has been received from
the Internal Revenue Service relating to the Plan amendments
through April 21, 1989. The income tax status of each participant
with respect to their investment in the Plan is described in
information submitted to them and generally such amounts are tax
deferred until distribution.
Note 7. Plan Termination:
The Plan Agreement provides that in the event the Plan is
terminated, no part of the Trust Fund shall revert to the
Participating Company or be used for or diverted to purposes other
than the exclusive purpose of providing benefits to participants
and beneficiaries who have an interest in the Plan and of defraying
the reasonable expenses of termination. Upon termination of the
Plan or upon complete discontinuance of contributions under the
Plan, the right of each participant to such Participant's Company
Contribution Account shall be 100% vested and nonforfeitable. The
right of each participant to the Participant's Employee
Contribution Account shall at all times be 100% vested and
nonforfeitable. Upon termination of the Plan, the Trust shall
continue until the Trust Fund has been distributed as discussed in
the Plan Agreement and Summary Plan Description.
<PAGE>
Note 8. Reconciliation of Financial Statements to Form 5500:
Benefits paid to participants per
financial statements $ 5,925,652
Add: Amounts allocated to withdrawing
participants at December 31, 1994 786,989
Less: Amounts allocated to withdrawing
participants at December 31, 1993 (1,216,362)
Benefits paid to participants per
Form 5500 $ 5,496,279
Net assets available for
benefits per financial statement $42,971,236
Distribution payable 786,989
Net assets available for
benefits per Form 5500 $42,184,247
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1994
<TABLE>
<CAPTION>
Fair
Number Market
of Units Cost Value
<S> <C> <C> <C>
Short-Term Investments:
Highmark U S Treasury $6,520,864 $ 6,520,864 $ 6,520,864
Highmark Diversified 88,205 88,205 88,205
Money Market Trust 609,813 609,813 609,813
7,218,882 7,218,882
Shares or
Principal
Amount
Corporate Bonds:
Bear Stearns Con 4.8%, 03/09/99 500,000 501,250 498,750
Federal Natl Mtg Assn 300,000 323,250 314,718
Goldman Sachs Group 6.75%, 04/20/2000 400,000 380,888 389,000
McDonnell Douglas Fin 9.3%, 09/11/2002 450,000 457,304 450,104
Student Ln Marketing Assn 500,000 500,000 500,000
Washington Mut Inc 15,000 280,781 253,125
2,443,473 2,405,697
U.S. Government Bonds:
United States Treasury Bills 500,000 492,456 492,360
United States Treasury Notes
4.25% 1/31/95 720,000 720,788 719,302
United States Treasury Notes
4.75% 10/31/98 100,000 92,031 89,875
United States Treasury Notes
5.125% 11/30/98 1,050,000 1,053,938 955,175
United States Treasury Notes
6.5% 09/30/96 1,675,000 1,669,218 1,644,649
United States Treasury Notes
7.125% 09/30/99 1,120,000 1,093,225 1,088,506
United States Treasury Notes
7.25% 08/15/2022 625,000 599,705 576,756
United States Treasury Notes
7.5% 11/15/2016 500,000 492,969 474,375
United States Treasury Notes
8.25% 07/15/98 1,000,000 1,041,956 1,011,880
United States Treasury Notes
8.875% 02/15/99 1,250,000 1,381,717 1,293,361
8,638,003 8,346,239
Stock, Common, preferred and foreign:
ABT Bldg Prods Inc Com 8,000 213,000 112,000
Advanta Crop CI B 3,200 108,317 80,800
AMR Corp Del Com 1,000 57,151 53,250
Apache Corp Com 2,200 56,870 55,000
Automotive Inds Hlds 6,500 179,563 131,625
Avalon PPTYS Inc Com 2,800 65,667 64,400
Baker Hughes Inc Com 2,800 57,330 51,100
BMC Software Inc Com 5,600 238,245 318,500
British Pet PLC Amern (1) 700 55,698 55,913
Caremark Intl Inc Com 15,000 271,200 256,875
Cato Corp New Lc A 14,800 174,862 107,300
Chemical Bkg Corp Com 6,000 214,980 215,250
Citi Corp Com 7,200 285,098 297,900
ComCast Corp CI A 3,200 58,651 49,200
Conagra Inc Com 1,800 58 661 56,250
CBS Inc Com 725 39,745 40,056
CSX Corp Com 800 61,726 55,700
Dayton Hudson Corp Com 700 53,620 49,525
Dresser Inds Inc Com 3,600 83,385 67,950
Eastman Chem Co 1,200 61,920 60,600
Elsag Bailey Proc Automation N V Com (1) 7,600 156,408 187,150
Emphesys Fini Group Inc Com 8,900 198,703 282,575
Federal Home Ln Mtg Corp Com 5,300 228,572 267,650
Federal Natl Mtg Assn Com 1,500 98,867 109,313
Foundation Health Corp Com 3,200 109,056 99,200
Greenfield Insc Inc Del Com 11,000 221,375 264,000
Healthcare Compare Corp Com 2,000 40,644 68,250
Homedco Group Inc Com 2,800 92,050 105,350
Homestake Mng Co Com 4,100 85,269 70,213
IBM Corp Com 1,400 87,985 102,900
IBP Inc Com 2,000 59,200 60,500
Integrated Device Technology 5,000 116,027 148,125
Intel Corp Com 4,400 278,682 281,050
ISCO Sys Inc Com 9,900 213,557 347,738
JDN Realty Corp Com 7,000 152,810 140,000
JP Realty Inc Com 11,000 218,855 231,000
Keycorp New Com 3,900 118,775 97,500
KN Energy Inc Co. 5,300 122,949 125,875
Komag Inc Com 1,300 28,633 33,963
Life USA Hldg Inc Com New 10,200 112,838 73,950
Living Ctrs Amer Inc Com 10,000 264,300 333,750
McDonnell Douglas Corp Com 500 54,488 71,000
Medtronic Inc Com 1,100 45,170 61,188
Midlantic Corp Com 4,700 138,620 124,550
Morotola Inc Com 1,100 52,312 63,800
Musicland Stores Corp Com 7,000 127,177 63,000
Nabors Inds Inc Com 16,900 127,542 109,850
National Grypsum Co New Com 6,900 276,913 281,175
National Semiconductor Corp Com 11,000 207,589 214,500
Newbridge Networks Corp 5,800 168,418 221,850
Nordstrom Inc Com 1,300 59,352 54,600
NWNL Cos Inc Com 6,700 195,665 194,300
Octel Communications Corp 7,500 177,563 155,625
Om Group Inc Co 4,200 81,900 100,800
Omnicom Grp Inc Com 900 41,828 46,575
Paragon Trade Brands Inc Com 4,900 146,167 64,925
Phillips lectrs N V NY (1) 1,600 44,560 47,000
Premark Intl Inc Com 5,100 178,911 228,225
Price/Costco Inc Com 15,100 250,175 194,413
Protective Life Corp Com 3,500 149,705 170,188
Quanex Corp Com 7,500 149,875 171,563
Rival Co Com 7,500 155,313 131,250
Roosevelt Finl Group (2) 3,500 234,500 207,375
Scitex Ltd Ord (1) 5,400 121,019 89,775
SGS Thomson Microelectronics 7,100 154,993 161,525
Safeway Inc Com New 2,400 61,074 76,500
Scientific Atlanta Com 2,600 57,657 54,600
Stant Corp Com 9,300 142,738 137,175
Stewart & Stevenson Svcs 5,100 179,550 175,950
Telefonds De Mexico SA (1) 3,900 225,391 159,900
Trinity Inds Inc Com 5,200 171,495 163,800
Union Carbide Corp Com 2,900 91,456 85,188
US Robotics Inc Com 2,700 77,161 116,775
Vastar Res Inc Com 7,800 223,899 194,025
Vesta Ins Group Inc Com 11,000 241,280 313,500
Viacom Inc CI A 176 6,923 7,326
Viacom Inc CI B 1,333 49,310 54,320
Viacom Inc Variable Con Rt 2,200 3,025 2,475
VLSI Technology Inc Com 8,800 109,538 105,600
Warnaco Group Inc CI A 2,400 39,720 41,400
Warner Lambert Co Com 900 63,315 69,300
Weatherford Intl Inc Com 30,000 264,279 292,500
Whirlpool Corp Com 3,300 170,174 165,820
10,918,984 11,054,452
Common Stock of Guy F. Atkinson
Company of California 1,431,848 17,614,142 14,318,480
Total Stock 28,533,126 25,372,932
Total Investment $46,833,484 $43,343,750
Note: 1 foreign stock 603,076 539,738
Note: 2 preferred stock 234,500 207,375
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