SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11 or
Section 240.14a-12
GUY F ATKINSON COMPANY OF CALIFORNIA
(Name of Registrant as Specified in its Charter)
THERESE AMBRUSKO
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration number, or
the Form or Schedule and the date of its filing.
<PAGE>
<PAGE>
GUY F. ATKINSON COMPANY OF CALIFORNIA
1001 BAYHILL DRIVE
SAN BRUNO, CALIFORNIA 94066
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
San Bruno, California
March 27, 1995
The Annual Meeting of Shareholders of Guy F. Atkinson Company of
California (the "Company") will be held at the South San Francisco Conference
Center, 255 South Airport Boulevard, South San Francisco, California, on
Wednesday, April 19, 1995, at 2:00 P.M. for the following purposes:
1. To elect directors to serve until the 1996 Annual Meeting of Shareholders
and thereafter until their respective successors are elected or appointed.
2. To approve the Amendment and Restatement of the 1990 Executive Stock
Plan.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
All of the above matters are more fully described in the accompanying Proxy
Statement. Only shareholders of record on the books of the Company at the close
of business on March 6, 1995 will be entitled to vote at the meeting or any
postponement or adjournment thereof.
To assure your representation at the meeting, it would be appreciated if
you would sign and return the enclosed proxy. The giving of such proxy will
not affect your right to vote in person should you decide to attend the
meeting.
Therese Ambrusko
Secretary
1
<PAGE>
#############################################################################
IMAGE OMITTED
(SEE NARRATIVE DESCRIPTION BELOW OR IN "APPENDIX FOR GRAPHICS AND IMAGES".)
PICKUP: "P1"
=============================================================================
IMAGE: "ATKINSON"
=============================================================================
#############################################################################
1001 BAYHILL DRIVE
SAN BRUNO, CALIFORNIA 94066
PROXY STATEMENT
Mailing date: March 27, 1995
Your proxy in the form enclosed is solicited by the Board of Directors of Guy
F. Atkinson Company of California (the "Company") in connection with the Annual
Meeting of Shareholders to be held on April 19, 1995 and any adjournment
thereof. A proxy may be revoked at any time before it is exercised by voting in
person at the meeting, by giving written notice to the Secretary of the Company
or by giving a later dated proxy. The shares represented by the proxies received
which have been properly dated and signed and not revoked will be voted at the
Annual Meeting.
Only shareholders of record on the books of the Company at the close of
business on March 6, 1995 will be entitled to vote at the meeting. As of March
6, 1995, the outstanding voting securities of the Company consisted of 8,917,224
shares of Common Stock, par value $0.01 per share. Each shareholder entitled to
vote at the meeting is entitled to one vote for each share held as of the record
date.
With respect to the election of Directors, the candidates elected are those
receiving the highest number of affirmative votes up to the number of Directors
to be elected. Any other matter submitted for shareholder approval at the
Annual Meeting will require the affirmative vote of a majority of the shares of
the Company's Common Stock represented and entitled to vote at the meeting,
assuming that shares constituting more than 25% of the total number of shares
entitled to vote are represented at the meeting. The number of abstentions and
broker non-votes with respect to any matter being voted on are not counted
either for or against the matter.
All expenses in connection with the solicitation of proxies will be paid by
the Company. In addition to solicitation by mail, officers, directors, and
regular employees of the Company who will receive no extra compensation for
their services may solicit proxies by telephone, telegraph or personal call.
A copy of the Company's Annual Report to Shareholders containing financial
statements for the fiscal year ended December 31, 1994 accompanies this Proxy
Statement.
ELECTION OF DIRECTORS
Eight directors are to be elected at the Annual Meeting to serve until the next
Annual Meeting of Shareholders and until their respective successors are elected
or appointed and qualified. All of the nominees are presently members of the
Board of Directors of the Company. Unless marked to the contrary, the proxies
received will be voted FOR the election of the nominees named below. In the
event any nominee is unable or declines to serve as a director at the time of
the Annual Meeting, the proxies will be voted for the balance of those named and
for such other nominee as the Board may select, or the size of the Board may be
reduced accordingly.
1
<PAGE>
INFORMATION WITH RESPECT TO NOMINEES
Listed below are the names and ages of the nominees, their principal employment
for the past five years and the year in which each nominee became a director of
the Company.
<TABLE>
<CAPTION>
PRINCIPAL EMPLOYMENT FOR DIRECTOR
NAME AGE THE PAST FIVE YEARS SINCE
------------------ ----- --------------------------------------------- ----------
<S> <C> <C> <C>
Jack J. Agresti ..57 Chief Executive Officer and President of 1990
the Company since April, 1994; President and
Chief Operating Officer of the Company from
April, 1991 to April, 1994; Executive Vice
President from April, 1990 to April, 1991;
Group Vice President from February, 1985 to
April, 1990.
Duane E. Atkinson 67 Vice President of the Company since 1980. 1979
Ray N. Atkinson ..66 Vice Chairman of the Company from May, 1982 1979
to May, 1991, when he retired.
William E. Burch .70 Director of Kuhlman Corporation and 1988
Central PreMix Concrete Company; Director,
President and Chief Executive Officer of Fred
S. James & Company from June, 1975 to
January, 1981.
J. Phillip Frazier 56 Operating Partner, Stonebridge Partners since 1987
January, 1995; Chairman and Chief Executive
Officer of Hyster-Yale Materials Handling,
Inc. from June, 1989 to September, 1992;
President and Chief Executive Officer from
August, 1988 to June, 1989; President and
Chief Operating Officer from June, 1985 to
August, 1988.
Donald R. Kayser .64 Principal, Kayser Partners, Ltd. since June, 1992
1988; Executive Vice President and Chief
Financial Officer of Morrison Knudsen Corp.
from September, 1988 to February, 1990;
Senior Vice President and Chief Financial
Officer of Allied Signal Corporation from
April, 1984 to June, 1988.
2
<PAGE>
PRINCIPAL EMPLOYMENT FOR DIRECTOR
NAME AGE THE PAST FIVE YEARS SINCE
------------------ ----- --------------------------------------------- ----------
Ross J. Turner ...64 Chairman of Genstar Investment Corporation 1988
since 1986; Chief Executive Officer and
President or Chairman of Genstar Corpora-
tion for more than five years preceding
December, 1986.
John F. Whitsett .54 Chairman of the Board of Directors of the 1979
Company since February, 1995; President of
Standard Brass Foundry for more than the
past five years.
</TABLE>
John F. Whitsett is the first cousin of Duane E. Atkinson and Ray N.
Atkinson, who are brothers.
3
<PAGE>
STOCK OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth information as of January 31, 1995 as to shares
of Common Stock of the Company beneficially owned by each of the present
directors and nominees for election as directors, and by each of the executive
officers named in the Summary Compensation Table beginning on page 5 and all
directors and executive officers of the Company as a group. Except as otherwise
indicated and subject to applicable community property laws, each person has
sole investment and voting power with respect to the shares shown.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK AND
NATURE OF BENEFICIAL FOOTNOTE PERCENT
NAME OWNERSHIP(1) NUMBER OF CLASS
------------------------------------ -------------------- ----------- ----------
<S> <C> <C> <C>
Jack J. Agresti ..................... 94,014 *
Duane E. Atkinson ................... 72,172 (2) *
Ray N. Atkinson .....................119,618 (2)(3)(7) 1.24
William E. Burch .................... 10,000 *
Willaim J. Carlson .................. 39,955 *
J. Phillip Frazier .................. 1,000 *
Thomas J. Henderson .................135,847 (2)(4)(7) 1.41
Donald R. Kayser .................... 1,000 *
Herbert D. Montgomery ............... 0 *
Ross J. Turner ...................... 3,000 *
John F. Whitsett ....................122,141 (5)(6) 1.27
All directors and executive officers
as a group (11 persons including
those named above) .................688,063 (8) 7.14
</TABLE>
________________
* Less than 1%
(1) Includes shares allocated under the Company's Retirement Stock and
Investment Plan, as follows: Jack J. Agresti, 26,184 shares; Duane E.
Atkinson, 14,749 shares; Ray N. Atkinson, 16,447 shares; William J. Carlson,
13,275 shares; Thomas J. Henderson, 29,087 shares; Herbert D. Montgomery, 0
shares; and all directors and executive officers as a group, 99,976 shares.
Also includes options that are currently exercisable as follows: Jack J.
Agresti, 61,000 shares; William J. Carlson, 26,500 shares; Thomas J.
Henderson, 93,000 shares; and all directors and executive officers as a
group, 180,500 shares.
(2) Does not include 641,910 shares held by the Atkinson Foundation of which
Duane E. Atkinson, Ray N. Atkinson, and Thomas J. Henderson are
directors. The directors have no beneficial interest in such shares.
(3) Includes 1,125 shares held in custodial accounts for three grandchildren of
Ray N. Atkinson, as to which he has sole voting and investment power and as
to which he disclaims beneficial ownership. Does not include 3,000 shares
held by Mr. Atkinson's wife, as to which he has neither voting nor
investment power and as to which Mr. Atkinson disclaims beneficial
ownership.
(4) Does not include 660 shares held by Mr. Henderson's wife, as to which he
has neither voting nor investment power and as to which Mr. Henderson
disclaims beneficial ownership.
(5) Does not include 911,620 shares held by the Myrtle L. Atkinson
Foundation, of which John F. Whitsett is a director. Mr. Whitsett has no
beneficial interest in such shares.
(6) Includes 20,610 shares held in trust or in custodial accounts of which Mr.
Whitsett is the sole trustee or custodian and as to which he has sole
investment and voting power. Does not include 4,625 shares held by Mr.
Whitsett's wife, as to which Mr. Whitsett disclaims beneficial ownership.
(7) Does not include 817,517 shares held by Willamette University. Ray N.
Atkinson and Thomas J. Henderson are two of eight members of a committee
of the Board of Trustees of Willamette University which has voting power
with respect to 817,517 such shares. Mr. Atkinson and Mr. Henderson
disclaim beneficial ownership thereof.
(8) Excludes shares excluded in notes (2), (3), (4), (5), (6), and (7) above.
Includes shares included in notes (3) and (6) above.
4
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
EXECUTIVE OFFICERS' COMPENSATION
The following table sets forth the compensation earned during the three
fiscal years ended December 31, 1994 by each person who served as the Company's
Chief Executive Officer during 1994 and all other persons who were executive
officers of the Company at the end of the 1994 fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------ --------------------------- ---------
(A) (B) (C) (D) (E)(1) (F)(2) (G) (H) (I)(3)
RESTRICTED
OTHER ANNUAL STOCK LTIP ALL OTHER
NAME AND SALARY BONUS*** COMPENSATION AWARD(S) OPTIONS/SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
------------------------ ------ ---------- ---------- -------------- ------------ -------------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
T. J. Henderson* ........1994 $109,479 $0 -0- $261,154
Chairman and Chief 1993 $360,000 $0 36,000 $ 11,884
Executive Officer 1992 $360,000 $0 -0- $ 11,509
J. J. Agresti* ..........1994 $358,271 $50,000 40,000 $ 13,048
President and Chief 1993 $295,000 $0 24,000 $ 11,997
Executive Officer 1992 $295,000 $0 -0- $ 11,648
W. J. Carlson ...........1994 $250,000 $0 14,000 $ 9,517
Senior Vice President 1993 $235,000 $0 14,000 $ 11,750
1992 $235,000 $0 -0- $ 11,665
H. D. Montgomery** ......1994 $ 88,513 $25,000 8,000 $ 598
Senior Vice President, 1993 -- -- -- --
Chief Financial Officer 1992 -- -- -- --
and Treasurer
</TABLE>
* Mr. Henderson resigned as Chief Executive Officer on April 21,
1994. He resigned as Chairman of the Board of Directors on January
14, 1995 and as Director on February 18, 1995. Mr. Agresti was
elected Chief Executive Officer on April 21, 1994.
** Mr. Montgomery joined the Company in June, 1994. His salary on an
annualized basis in 1994 was $160,000.
*** These bonuses were awarded for the recpients' efforts in 1994 in
completing the disposition of the Company's non-construction
businesses.
(1) No named executive officer received perquisites or personal benefits, the
aggregate value of which exceeded the lesser of $50,000 or 10% of salary and
bonus. No other value was received that required reporting in this column.
(2) The named executive officers hold performance restricted stock in the
following amounts: T. J. Henderson: 19,200 shares; J. J. Agresti: 13,600
shares; W. J. Carlson: 8,800 shares; H. D. Montgomery: 0 shares. The
restricted stock is subject to vesting provisions based upon the
achievement of certain earnings per share goals. Such goals have not been
achieved and none of the stock has vested. The number and value of the
aggregate restricted stock holdings for the named executives at the end
of the 1994 fiscal year was 41,600 shares and $416,000, respectively.
(3) The amounts disclosed in this column include:
(a) Salary payments made to T. J. Henderson in the amount of $250,521 in
connection with the Company's agreement with him described on page 8 of
this Proxy Statement.
(b) Company contributions to the Stock Plan and Investment Plan portions
of the Atkinson Retirement Stock and Investment Plan on behalf of the
named executive officers as follows:
Investment Plan portion: T. J. Henderson, $3,000; J. J. Agresti,
$3,000; W. J. Carlson, $3,000; H. D. Montgomery, $0.
Stock Plan portion: T. J. Henderson, $4,500; J. J. Agresti, $4,500; W.
J. Carlson, $4,500; H. D. Montgomery, $0.
(c) Payment by the Company in fiscal year 1994 of premiums for term life
insurance on behalf of the named executive officers as follows: T. J.
Henderson, $3,133; J. J. Agresti, $5,548; W. J. Carlson, $2,017; H. D.
Montgomery, $598.
5
<PAGE>
DIRECTORS' COMPENSATION
Directors who are not employees are entitled to receive an annual director's fee
of $15,000, plus $1,500 for each Board meeting attended. Directors who are not
employees of the Company further are entitled to receive, if serving as chairman
of any committee of the Board, an annual fee of $1,500, plus $500 for each
committee meeting attended or, if serving as a member of such committee, an
annual fee of $1,000, plus $500 for each committee meeting attended.
Director J. Phillip Frazier was retained by the Board of Directors in 1994 to
chair a strategic alternatives study for the purpose of identifying and
evaluating the Company's future strategic alternatives. As chairman of the
study, Mr. Frazier reported directly to the Board of Directors. He was
authorized by the Board to retain Dillon, Read & Co. Inc. to assist in this
effort. Mr. Frazier was paid $41,000 in 1994 for his work as chairman.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth the option grants made to the executive officers
named in the Summary Compensation Table above during the 1994 fiscal year. No
stock appreciation rights were granted in the 1994 fiscal year.
<TABLE>
<CAPTION>
GRANT
INDIVIDUAL GRANTS VALUE DATE
----------------------------------------------------------------------- ------------
(A) (B) (C) (D) (E) (F)
% OF TOTAL
OPTIONS OPTIONS GRANTED EXERCISE OR GRANT DATE
GRANTED TO EMPLOYEES BASE PRICE EXPIRATION PRESENT
NAME (# SHARES)(1) IN FISCAL YEAR ($/SHARE) DATE VALUE ($)(2)
---------------- ----------- --------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
T. J. Henderson 0 0% -- -- --
J. J. Agresti ..40,000 34.5% 8.50 4/21/04 182,600
W. J. Carlson ..14,000 12.1% 8.50 4/21/04 63,910
H. D. Montgomery 8,000 6.9% 10.50 6/24/04 49,200
</TABLE>
(1) Options were granted on April 21, 1994, except Mr. Montgomery's, whose
options were granted on June 24, 1994. The options are exercisable with
respect to 25% of the shares on the four anniversary dates following the
date of grant. Each option is exercisable over a period of up to ten
years from the date of grant, subject to continued employment. Payment
of the option purchase price may be made in cash, or shares of the
Company's Common Stock owned by the optionee for a period of six (6)
months, or in any combination of cash and shares of the Company's Common
Stock.
(2) Present value was calculated using the Black-Scholes pricing model which
involves an extrapolation of future pricing levels based solely on past
performance. Use of this model should not be viewed in any way as a forecast
of the future performance of the Company's stock which will be determined by
future events and unknown factors.
6
<PAGE>
The inputs used in deriving present value were as follows:
o April 21, 1994 grant date fair market value $ 8.125
o April 21, 1994 grant date exercise price $ 8.500
o June 24, 1994 grant date fair market value $10.500
o June 24, 1994 grant date exercise price $10.500
o Expected dividend yield 0.00%
o Expected time to expiration calculated using 100% of grant term (10 years)
o Expected volatility equal to the standard deviation of Atkinson
quarterly closing stock prices over the period 1986--1994
o Risk-free rate of return determined using the U.S. Treasury constant
maturity yield on the date of grant (10 year rate)
AGGREGATED OPTION EXERCISES IN 1994
AND FISCAL YEAR-END OPTION VALUES*
<TABLE>
<CAPTION>
EXERCISES DURING YEAR FISCAL YEAR END
-------------------------- -------------------------------
(A) (B) (C) (D) (E)
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS**
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE RECEIVED UNEXERCISABLE UNEXERCISABLE
---------------- --------------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
T. J. HENDERSON NONE 74,000/37,000 $50,625/$31,875
J. J. AGRESTI ..NONE 39,500/63,500 $28,500/$79,500
W. J. CARLSON ..NONE 17,000/27,000 $13,438/$31,312
H. D. MONTGOMERY NONE 0/8,000 $0/$0
</TABLE>
* Option Terms: Option price is market at grant; term is ten years, subject to
continued employment. Right to exercise vests for 25% of each award's shares
per year; full vesting occurs in four years. Optionees may purchase optioned
shares with payment in cash or shares of the Company's Common Stock.
** Based upon stock closing price of $10.00 on December 31, 1994.
7
<PAGE>
PENSION PLANS
The following table sets forth the estimated annual benefits payable upon
retirement to Company employees under the Atkinson 1987 Pension Plan and the
Company's Excess-Benefit Plan ("the Pension Plans").
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40 45
-------------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$125,000 ......$24,814 $ 33,085 $ 41,357 $ 49,628 $ 57,900 $ 66,171 $ 74,442
$150,000 ...... 30,064 40,085 50,107 60,128 70,150 80,171 90,192
$175,000 ...... 35,314 47,085 58,857 70,628 82,400 94,171 105,942
$200,000 ...... 40,564 54,085 67,607 81,128 94,650 108,171 121,692
$225,000 ...... 45,814 61,085 76,357 91,628 106,900 122,171 137,442
$250,000 ...... 51,064 68,085 85,107 102,128 119,150 136,171 153,192
$275,000 ...... 56,314 75,085 93,857 112,628 131,400 150,171 168,942
$300,000 ...... 61,564 82,085 102,607 123,128 143,650 164,171 184,692
$325,000 ...... 66,814 89,085 111,357 133,628 155,900 178,171 200,442
$350,000 ...... 72,064 96,085 120,107 144,128 168,150 192,171 216,192
$375,000 ...... 77,314 103,085 128,857 154,628 180,400 206,171 231,942
</TABLE>
The compensation covered for purposes of the Pension Plans is salary and
bonus. In 1994, the named executive officers received covered compensation as
follows: T. J. Henderson, $360,000; J. J. Agresti, $408,271; W. J. Carlson,
$250,000; H. D. Montgomery, $113,513.
The estimated credited years of service for the named executive officers
are as follows: T. J. Henderson, 33; J. J. Agresti, 35; W. J. Carlson, 23; H.
D. Montgomery, 0.
The calculations are straight-life annuity amounts based upon current plan
formulae and are not subject to Social Security offsets.
EMPLOYMENT AGREEMENTS
In 1994 the Company entered into an employment agreement with T. J. Henderson,
upon his resignation as Chief Executive Officer. Under its terms, Mr.
Henderson's employment will continue with the Company until his normal
retirement date on April 1, 1996. During the employment period, Mr. Henderson
will continue to receive his salary at the annual rate of $360,000 and other
benefits he received at the time of his resignation.
Also in 1994, the Company entered into an employment agreement with J. J.
Agresti, under which Mr. Agresti's employment will continue for a period of
three years from April 21, 1994 and will renew automatically for additional
periods of one year each, unless either party gives three months' written notice
of intent to terminate, up until Mr. Agresti's 65th birthday. The agreement also
provides that if Mr. Agresti voluntarily resigns or the Company terminates his
employment for any reason other than cause following a change in control of the
Company, he will be entitled to receive his salary and benefits for three years
after the termination.
8
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
The Board of Directors determined all of the Company's Executive Compensation
policies during 1994, managed policy decisions on executive pay programs and
established the compensation of the Chairman, the Chief Executive Officer and,
during the period that the position was occupied, the Chief Operating Officer.
The Executive Compensation Committee (hereafter "Committee") is appointed
annually to advise the Board of Directors on matters of executive compensation.
The Committee makes compensation recommendations to the Board for the Chief
Executive Officer position as well as the Chief Operating Officer position, if
occupied, and proposes to the Board the terms of the programs and plans for
managing executive pay. The Committee's members are William E. Burch (Chairman),
J. Phillip Frazier and Ross J. Turner. Each is an independent outside Director;
none is a former employee of the Company. No one on the Committee participates
in the compensation described here for executives, and the Committee retains its
own consulting firm to advise it from time to time.
In evaluating and voting on the Company's executive compensation awards, the
Board seeks to achieve the following objectives:
o To attract, motivate and retain outstanding executives by providing
compensation opportunities consistent with those in the industry for similar
positions.
o To offer incentive for business success by putting a significant portion of
each executive's total pay at risk, based on Company performance (assessing
in the short term desirable operating results and, in the long term, stock
price growth and total shareholder return).
o To encourage career service by providing retirement income for executive
service consistent with industry practice.
The Committee recommended to the Board the compensation for Thomas J. Henderson
during the period of the year when he was the Company's Chairman and Chief
Executive Officer and the compensation for Jack J. Agresti during the time he
held the position of President and Chief Operating Officer and the period when
he served as President and Chief Executive Officer. Neither executive, both of
whom were also members of the Board of Directors, participated in any Board
discussions regarding their own pay nor did they vote on their own compensation.
BASE SALARY
The Committee annually reviews salary levels for the named executive officers in
relation to information available about salary levels for comparable positions
in the industry as well as annual rates of executive salary movement within the
industry. It is the Committee's general policy to position the base salary of
executive officers, including the Chief Executive Officer, approximately at
mid-range (50th percentile) of salaries for comparable industry positions.
Survey data for this analysis is provided by an independent, outside consulting
firm retained by the Committee.
During the period in 1994 in which Mr. Henderson served the Company as Chairman
and Chief Executive Officer, the Board did not increase his salary above the
1993 level. In January, 1994, the Board, acting on the Committee's
recommendation, approved increasing Mr. Agresti's annual salary as President &
Chief Operating Officer from $295,000 to $320,000, based upon the Board's
assessment of Mr. Agresti's overall performance in that position and the Board's
desire to maintain salaries at a competitive level.
9
<PAGE>
On April 21, 1994 the Company entered into an employment agreement with Jack J.
Agresti, appointing him President and Chief Executive Officer of the Company.
The terms of Mr. Agresti's employment agreement are described at page 8 of this
Proxy Statement. The Board increased Mr. Agresti's annual salary to $375,000 to
align his salary with the salaries of comparable positions in the industry. In
view of the Company's major restructuring efforts in 1994 and the adoption by
the Board of a new strategic direction for the Company, the Board concluded that
the initial term of Mr. Agresti's employment agreement should be 3 years and
that his position should be protected in the event of a change in control in
order to ensure stability in the office of the Chief Executive Officer.
Also on April 21, 1994 the Company entered into an employment agreement with
Thomas J. Henderson upon his retirement as Chief Executive Officer of the
Company. The terms of Mr. Henderson's agreement are described at page 8 of this
Proxy Statement. The Board approved the terms of an employment agreement with
Mr. Henderson in order to recognize his long service with the Company, to retain
him as a member of the Board and as its Chairman and to insure his availability
to assist the Company on special projects through his retirement date.
ANNUAL INCENTIVE AWARDS
The Board encourages executives to achieve desirable annual operating results
through the use of annual incentive opportunities that put a significant portion
of total pay at risk subject to the achievement of financial and operating
goals, at levels designed to be consistent with industry practice. The Chief
Executive Officer and the Chief Operating Officer (when the position is
occupied), participate in individual incentive opportunities funded on the basis
of specific return-on-equity goals set by the Board. The other named executive
officers participate in annual incentive compensation plans which fund when
certain goals are achieved relating to their positions and/or goals related to
the operating plans of the businesses for which they are responsible. Target
awards for the four named executive officers were set from 35% to 50% of base
salary, with maximum awards not to exceed 2.2 times these targets.
It is also the Board's policy to reward extraordinary efforts for special
projects at the discretion of the Board. Under that policy, the Board, upon
the recommendation of the Committee, awarded Mr. Agresti a $50,000 cash bonus
for his significant efforts during 1994 in completing the dispositions of the
Company's non-construction businesses.
LONG-TERM INCENTIVE AWARDS
The Company offers incentive to management for contributions to stock price
growth and total shareholder return through participation in the 1990 Executive
Stock Plan. The Plan provides for awards of non-qualified Stock Options and
Restricted Stock to officers and other key employees. All named executive
officers were participants in the Plan. With the exception of Mr. Henderson, the
named executive officers received Stock Option awards in 1994, which are shown
in the Summary Compensation Table and the Option/SAR Grants Table. The Options
held have little realized gain and the realization of meaningful compensation
values from them depends on stock price growth. No awards of Restricted Stock
were made in 1994. Previous awards of Restricted Stock are described in the
Summary Compensation Table footnote. The unqualified ownership of awarded shares
of Restricted Stock depends upon meeting a specific earnings per share goal for
each of the three years following the grants; short of reaching each year's
goal, a portion of the awarded Restricted Shares are forfeited back to the
Company.
10
<PAGE>
The Board believes the Plan is well designed to encourage management's effort
in the shareholders' interests. Little value will be realized from the Plan
unless those interests are well served.
RETIREMENT BENEFITS
The Company encourages career executive employment and retirement benefits are
an essential part of that policy. Retirement benefits include both a defined
benefit pension plan and funding, through both employee and Company matching
contributions in the Atkinson Retirement Stock and Investment Plan, a 401(k)
defined contribution plan covering all salaried US employees. For named
executive officers, the pension benefit is provided through two plans: (1) the
Company's 1987 Pension Plan and (2) its Excess Benefit Plan, which credits the
pension plan's benefit to compensation (salary plus bonus) received in excess of
the maximum allowed for tax qualified pension plans. The estimated benefits from
these plans for named executive officers can be observed in the Pension Plan
Table. Credited service as of December 31, 1994 for each executive officer is
shown in its footnote.
The Retirement Stock and Investment Plan is a savings plan; employees contribute
voluntarily to it. The Company matches these contributions to a maximum of 5% of
salary (or the IRS maximum contribution, if less). Funds are invested in the
Company's stock and in the employee's choice among several investment vehicles.
Matching Company contributions are fully vested after seven years of
participation. The Company's 1994 matching contributions for the named executive
officers are shown in Column (1) of the Summary Compensation Table. The Board
believes that benefits from these plans meet the Company's needs and are in
keeping with good corporate practice.
The Company has not adopted a policy regarding how it will address section
162(m) of the Internal Revenue Code regarding the deductibility of certain
compensation because no officer of the Company will earn compensation that
approaches the million dollar limitation.
The Board of Directors:
Jack J. Agresti
Duane E. Atkinson
Ray N. Atkinson
William E. Burch
J. Phillip Frazier
Donald R. Kayser
Ross J. Turner
John F. Whitsett
11
<PAGE>
PERFORMANCE GRAPH+
The following graph compares the percentage change in the cumulative total
shareholder return of the Common Stock of Guy F. Atkinson Company of California
("Atkinson") over the last five fiscal years with the performance of the NASDAQ
Stock Market - US Index and a Peer Group over the same period. The returns
were calculated assuming the investment in Atkinson Common Stock, the NASDAQ
Stock Market - US Index and the Peer Group on December 31, 1989, and reinvest-
ment of all dividends.
[TABLE FOR PERFORMANCE GRAPH IN EDGAR FORMAT]
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
AMONG THE COMPANY, THE NASDAQ STOCK MARKET - US INDEX AND A PEER GROUP
<TABLE>
<CAPTION>
MEASUREMENT PERIOD NASDAQ STOCK
(FISCAL YEAR COVERED) ATKINSON MARKET-US INDEX PEER GROUP
--------------------- -------- --------------- ----------
<S> <C> <C> <C>
Measurement Pt -- 12/31/89 $100.00 $100.00 $100/00
FYE 12/31/90 50.00 85.00 85.00
FYE 12/31/91 45.00 136.00 104.00
FYE 12/31/92 65.00 159.00 95.00
FYE 12/31/93 57.00 181.00 103.00
FYE 12/31/94 69.00 177.00 63.00
</TABLE>
+ The Peer Group includes the following companies: Granite Construction
Incorporated, Kasler Holding Company, Michael Baker Corporation, Morrison
Knudsen Corporation, Perini Corporation and The Turner Corporation. These are
the same companies which have made up the Peer Group since 1993, except
Blount, Inc. has been deleted from the Peer Group in this 1995 Proxy Statement
because it is no longer operating as a construction company.
12
<PAGE>
CERTAIN TRANSACTIONS
In 1991, William J. Carlson, then President of Walsh Construction Company
division, was relocated by the Company from Trumbull, Connecticut to its
headquarters in South San Francisco, California. In connection with his
relocation, Mr. Carlson received a loan which is guaranteed by Guy F. Atkinson
Company, a Nevada corporation. The loan is in the amount of $156,000 and is
secured by a deed of trust on Mr. Carlson's new residence. The entire principal
amount of the loan is due on December 31, 1996 and annual interest payments are
required on the outstanding principal at the rate of 6.00 percent per annum.
COMMITTEES OF THE BOARD OF DIRECTORS; MEETINGS
The Company has standing audit, compensation and nominating committees of the
Board of Directors.
The Audit Committee consists of four directors appointed by the Board. The
current members of the Audit Committee are John F. Whitsett, William E. Burch,
J. Phillip Frazier, and Donald R. Kayser. The Audit Committee recommends to the
Board the appointment of an independent accounting firm, reviews the financial
statements of the Company with such accounting firm, inquires into the
effectiveness of the Company's internal auditing methods and procedures, and
reports to the Board. The Audit Committee held two meetings during 1994.
The Compensation Committee consists of three directors appointed by the
Board, none of whom may be the Chairman or the President of the Company. The
current members of the Compensation Committee are William E. Burch, J.
Phillip Frazier, and Ross J. Turner. The Compensation Committee held four
meetings in 1994.
The Nominating Committee consists of three directors appointed by the Board.
The current members of the Nominating Committee are Ray N. Atkinson, Duane E.
Atkinson, and William E. Burch. The Nominating Committee recommends to the
Board nominations of directors. The Nominating Committee held no meetings
during 1994. The Committee will consider nominations recommended by
shareholders, which should be directed to the Secretary of the Company.
Sixteen meetings of the Board of Directors were held in 1994. Each of the
directors attended no less than seventy-five percent of the meetings of the
Board and the standing committees on which such director serves.
13
<PAGE>
CERTAIN BENEFICIAL OWNERS OF SECURITIES
The persons listed below are known to the Company to be beneficial owners as of
January 31, 1995 of more than 5% of the Company's Common Stock(1). Such persons
have sole voting and investment power with respect to the shares set forth
opposite their names below.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE PERCENT
NAME AND ADDRESS OF OF BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP CLASS
------------------------------ --------------- ---------
<S> <C> <C>
Myrtle L. Atkinson Foundation 911,620 10.2
5828 Las Positas Road
Livermore, CA 94550
Willamette University .........817,517 9.1
Salem, OR 97301
Atkinson Foundation ...........641,910 7.2
1100 Grundy Lane
San Bruno, CA 94066
David L. Babson & Co. .........598,000 6.7
One Memorial Drive
Suite 1100
Cambridge, MA 02142
</TABLE>
(1) As of January 31, 1995, the trustee of the Atkinson Retirement Stock and
Investment Plan was the owner of 1,539,848 shares of the Common Stock of the
Company, constituting 17.2% of the Common Stock, held for the benefit of
participants in the Plan. The trustee votes such shares only in accordance
with instructions from such participants and disclaims beneficial ownership
thereof.
APPROVAL OF AMENDMENT AND RESTATEMENT OF
THE 1990 EXECUTIVE STOCK PLAN OF
GUY F. ATKINSON COMPANY OF CALIFORNIA
On February 16, 1995, the Board of Directors amended, restated and renamed the
Guy F. Atkinson Company of California 1990 Executive Stock Plan (the "Plan")
subject to the approval of the stockholders of the Company. The purpose of the
Plan is to encourage stock ownership by Company key employees, thereby providing
an incentive for them to promote stock price growth and the overall financial
success of the Company.
PRINCIPAL FEATURES OF THE PLAN, AS AMENDED
(a) The Plan provides for the award of (i) nonqualified and incentive stock
options to purchase the Company's common stock; (ii) stock for such
consideration and subject to such restrictions as the Compensation Committee
determines, and (iii) rights or other units, the value of which is based on the
value of the common stock of the Company, as the Compensation Committee
determines appropriate.
14
<PAGE>
(b) Key employees of the Company as determined by the Compensation Committee are
eligible to receive awards under the Plan. The options, benefits or amounts
which would have been received by or allocated to the named executive officers
and executive officers as a group for the 1994 fiscal year if the Plan, as
amended, had been in effect are not determinable. Non-employee directors are not
eligible for awards under the Plan.
(c) Up to 1,300,000 shares of common stock, $0.01 par value, are reserved for
issuance under the Plan. This is an increase of 800,000 shares over the number
reserved under the original plan. As of February 28, 1995, 805,100 shares remain
available for issuance.
(d) The Board has the authority to amend the Plan at any time; provided,
however, that any amendment which increases the maximum number of shares
available or changes the class of persons eligible to receive awards, must be
approved by the stockholders.
(e) The Plan remains in effect until termination by the Board or, if earlier,
February 15, 2005. No awards may be granted after termination of the Plan.
(f) Stock options may not be granted with a term of more than 10 years.
Incentive stock options must bear an exercise price equal to the full fair
market value of the stock. Nonqualified options may be granted at below fair
market value. No employee may receive more than 200,000 options per calendar
year.
(g) Options may be subject to vesting and other restrictions as the Compensation
Committee determines at the time of grant. Stock may be awarded subject to such
restrictions that the Compensation Committee determines appropriate, including
attainment of performance objectives or completed years of service.
(h) The Plan permits the grant of stock appreciation rights or other units based
on the value of the Company's common stock, payable in cash or stock and subject
to performance requirements as the Compensation Committee determines. No
employee may receive more than 200,000 stock appreciation rights per calendar
year.
(i) Options may be exercised with cash or Company stock. The Plan contains
"cashless exercise" provisions and permits the withholding of shares from
exercise to cover applicable withholding taxes.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Neither the optionee nor the Company will incur any federal tax consequences as
a result of the grant of an option or Stock Appreciation Right ("SAR") under the
Plan. The optionee will have no taxable income upon exercising an Incentive
Stock Option ("ISO") (although the alternative minimum tax may apply), and the
Company will receive no deduction when an ISO is exercised. Upon exercising a
Nonqualified Stock Option ("NSO") or SAR, the optionee generally must recognize
ordinary income equal to the "spread" between the exercise price and the fair
market value of Common Stock on the date of exercise. The Company will be
entitled to a deduction for the same amount. The tax treatment of a disposition
of option shares acquired under the Plan depends on how long the shares have
been held and on whether such shares were acquired by exercising an ISO or by
exercising an NSO or SAR. The Company will not be entitled to a deduction in
connection with a disposition of option shares, except in the case of a
disposition of shares acquired under an ISO before the applicable ISO holding
periods have been satisfied.
15
<PAGE>
Awards under the Plan may provide that, if any payment (or transfer) by the
Company to a recipient would be nondeductible by the Company for federal income
tax purposes, the aggregate value of all such payments (or transfers) will be
reduced to an amount which maximizes such value without causing any such payment
(or transfer) to be nondeductible.
The Committee may permit a Plan participant to satisfy his or her withholding
tax obligations by surrendering a portion of his or her previously issued shares
to the Company, or by having the Company withhold a portion of any shares that
otherwise would be issued to him or her.
The above description of tax consequences is based on present federal tax laws
and regulations and does not purport to be a complete description of the federal
income tax aspects of the Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT AND
RESTATEMENT OF THE PLAN. A vote of a majority of the shares represented and
entitled to vote at the Annual Meeting is required for approval. An abstention
or shares represented by proxies which are marked "abstain," will have the same
effect as a vote against the proposal. The failure of a broker or other nominee
to vote shares for a beneficial owner will have no effect on the proposal.
CERTIFIED PUBLIC ACCOUNTANTS
The firm of Coopers & Lybrand, Certified Public Accountants, has been the
auditor for the Company for many years. The Board of Directors has again
selected Coopers & Lybrand as the Company's auditors for 1995. A representative
of that firm is expected to be present at the Annual Meeting. He or she will be
available to respond to appropriate questions and will have an opportunity to
make a statement if he or she desires to do so.
SHAREHOLDER PROPOSALS
To be considered for presentation to the Annual Meeting of Shareholders to be
held in 1996 a shareholder proposal must be received at the offices of the
Company, 1001 Bayhill Drive, San Bruno, California 94066, not later than
November 28, 1995.
OTHER MATTERS
The Board of Directors does not know of any other business that will be
presented for consideration at the Annual Meeting. If any other business
properly comes before the Annual Meeting or any adjournment thereof, the
proxy holders will vote in regard thereto according to their best judgment.
Therese Ambrusko
Secretary
16
