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>
GUY F. ATKINSON COMPANY OF CALIFORNIA
1001 Bayhill Drive
San Bruno, California 94066
________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
__________
San Bruno, California
March 28, 1996
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 Thursday, April 18, 1996, at 10:30
A.M. for the following purposes:
1. To elect directors to serve until the 1997 Annual Meeting
of Shareholders and thereafter until their respective
successors are elected or appointed.
2. 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 5, 1996
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
<PAGE>
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IMAGE OMITTED
(SEE NARRATIVE DESCRIPTION BELOW OR IN "APPENDIX FOR GRAPHICS AND IMAGES".)
PICKUP: "P1"
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IMAGE: "ATKINSON"
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1001 Bayhill Drive
San Bruno, California 94066
________________
PROXY STATEMENT
__________
Mailing date: March 28, 1996
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 18, 1996 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 5, 1996 will be entitled to vote
at the meeting. As of March 5, 1996, the outstanding voting
securities of the Company consisted of 8,926,154 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 50% 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, 1995 accompanies this Proxy Statement.
<PAGE>
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.
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.
Principal Employment for Director
Name Age the Past Five Years Since
---- --- ------------------------ --------
Jack J. Agresti........58 Chief Executive Officer and 1990
President of 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; Director
of American Ecology Corpora-
tion.
Duane E. Atkinson......68 Vice President of the Company 1979
since 1980.
Ray N. Atkinson .......67 Vice Chairman of the Company 1979
from May, 1982 to May, 1991,
when he retired.
William E. Burch.......71 Director of Kuhlman Industrial 1988
Corporation and Central PreMix
Concrete Company; Director,
President and Chief Executive
Officer of Fred S. James and
Company from June, 1975 to
January, 1981.
-2-
<PAGE>
Principal Employment for Director
Name Age the Past Five Years Since
---- --- ------------------------ --------
J. Phillip Frazier... 57 Operating Partner, Stonebridge 1987
Partners since 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...... 65 Interim Chairman and Chief 1992
Executive Officer of Louisiana
Pacific Corporation from
August, 1995 to January, 1996;
Principal, Kayser Partners,
Ltd. since June, 1988; Execu-
tive Vice President and Chief
Financial Officer of Morrison
Knudsen Corp. from September,
1988 to February, 1990; Senior
Vice President and Chief Finan-
cial Officer of Allied Signal
Corporation from April, 1984
to June, 1988.
Ross J. Turner........ 65 Director of Rio Algom Limited, 1988
The Great-West Assurance Com-
pany and Wolverine Tube, Inc.;
Chairman of Genstar Investment
Corporation since 1986; Chief
Executive Officer and Presi-
dent or Chairman of Genstar
Corporation for more than
five years preceding
December, 1986.
John F. Whitsett...... 55 Chairman of the Board of 1979
Directors of the Company since
February, 1995; President of
Standard Brass Foundry for more
than the past five years.
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,
1996 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 6 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.
Number of shares of
Common Stock and
Nature of Beneficial Footnote Percent
Name Ownership (1) Number of Class
---- -------------------- -------- --------
Jack J. Agresti 120,849 1.35
Duane E. Atkinson 75,894 (2) *
Ray N. Atkinson 122,754 (2)(3)(6) 1.37
William E. Burch 9,000 *
William J. Carlson 51,302 *
J. Phillip Frazier 1,000 *
John F. Huguet 23,946 *
Donald R. Kayser 1,000 *
Herbert D. Montgomery 3,768 *
Ross J. Turner 3,000 *
Thomas J. Walsh, III 13,621 *
John F. Whitsett 112,141 (4)(5) 1.25
All directors and executive
officers as a group (14
persons including those
named above) 569,460 (7) 6.36
- -------------
* Less than 1%
(1) Includes shares allocated under the Company's Retirement
Stock and Investment Plan, as follows: Jack J. Agresti,
33,071 shares; Duane E. Atkinson, 18,471 shares; Ray N.
Atkinson, 19,817 shares; William J. Carlson, 16,818
shares; Herbert D. Montgomery, 187 shares; Thomas J.
Walsh, III, 8,758 shares; and all directors and executive
officers as a group, 116,891
-4-
<PAGE>
shares. Also includes options that are currently exercisable as follows:
Jack J. Agresti, 78,948 shares; William J. Carlson, 34,304 shares; John F.
Huguet, 23,946 shares; Herbert D. Montgomery, 2,581 shares; Thomas J.
Walsh, III, 4,863 shares; and all directors and executive officers as a
group, 155,478 shares.
(2) Does not include 641,910 shares held by the Atkinson Foundation of which
Duane E. Atkinson and Ray N. Atkinson 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 861,620 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.
(5) 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 4,723 shares held by Mr.
Whitsett's wife, as to which Mr. Whitsett disclaims beneficial ownership.
(6) Does not include 817,517 shares held by Willamette University. Ray N.
Atkinson is one of eight members of a committee of the Board of Trustees
of Willamette University which has voting power with respect to such
shares. Mr. Atkinson disclaims beneficial ownership thereof.
(7) Excludes shares excluded in notes (2), (3), (4), (5), and (6) above.
Includes shares included in notes (3) and (5) above.
-5-
<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, 1995 by the Company's Chief Executive Officer
and the other four most highly compensated executive officers of the Company.
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>
J. J. Agresti ...........1995 $375,000 $187,500 65,000 $14,544
President and Chief 1994 $358,271 $50,000 51,613 $13,048
Executive Officer 1993 $295,000 $0 31,200 $11,997
W. J. Carlson ...........1995 $250,000 $65,000 30,000 $9,564
Senior Vice President 1994 $250,000 $0 18,065 $9,517
of the Company, 1993 $235,000 $0 18,200 $11,750
President, Atkinson
Construction Company
H. D. Montgomery* .......1995 $175,000 $70,000 25,000 $5,676
Senior Vice President, 1994 $88,513 $25,000 10,323 $598
Chief Financial Officer 1993 -- -- -- --
and Treasurer
J. F. Huguet** ..........1995 $174,456 $100,000 30,000 $20,228
Senior Vice President 1994 $141,218 $21,951 12,903 $14,527
of the Company, Presi- 1993 $139,194 $90,476 10,400 $14,278
dent Commonwealth Con-
struction Company
T. J. Walsh, III ........1995 $170,000 $40,000 25,000 $8,747
Vice President of the 1994 $150,000 $0 6,452 $8,497
Company, President, 1993 $130,000 $0 6,500 $7,000
Walsh Construction
Company
</TABLE>
-6-
<PAGE>
* Mr. Montgomery joined the Company in June, 1994. His salary
on an annualized basis in 1994 was $160,000.
** Compensation figures converted from Canadian dollars.
*** The number of options granted in 1993 and 1994 has been
adjusted to account for the extraordinary dividend declared
in February, 1995.
(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) As of December 31, 1995, the named executive officers held
performance restricted stock in the following amounts: J. J.
Agresti: 8,500 shares; W. J. Carlson: 5,500 shares; H. D.
Montgomery: 0 shares; J. F. Huguet: 3,500 shares; T. J. Walsh, III:
2,500 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 1995 fiscal
year was 20,000 shares and $207,600, respectively.
(3) The amounts disclosed in this column include:
(a) Company contributions made in fiscal year 1995 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: J. J. Agresti, $3,000; W. J.
Carlson, $3,000; H. D. Montgomery, $1,750; T. J. Walsh, III,
$3,000.
Stock Plan portion: J. J. Agresti, $4,500; W. J. Carlson,
$4,500; H. D. Montgomery, $2,625; T. J. Walsh, III, $4,500.
(b) Company contributions made in fiscal year 1995 to the Guy
F. Atkinson Holdings Ltd. Employees' Money Purchase Pension Plan on
behalf of John F. Huguet in the amount of $19,338. Guy F. Atkinson
Holdings Ltd. is a Canadian subsidiary of Guy F. Atkinson Company.
(c) Payment by the Company in fiscal year 1995 of premiums
for term life insurance on behalf of the named executive officers
as follows: J. J. Agresti, $7,044; W. J. Carlson, $2,064; J. F.
Huguet, $890; H. D. Montgomery, $1,301; T. J. Walsh, III, $1,247.
Directors' Compensation
During 1995 directors who were not employees were entitled to
receive an annual director's fee of $15,000, plus $1,500 for each
Board meeting attended. Directors who were not employees of the
Company further were 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. Effective January 1, 1996, the director's fees
will be as follows: annual fee, $16,000; Board meeting fee, $1,500
per meeting; committee chair annual fee, $3,000; committee member
annual fee, $2,000; committee meeting fee, $1,000 per meeting.
Mr. Whitsett receives a fee of $5,000 per month to serve as
the Chairman of the Board of Directors. This is in addition to the
other fees he receives as a director.
-7-
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth the option grants made to the
executive officers named in the Summary Compensation Table above
during the 1995 fiscal year. No stock appreciation rights were
granted in the 1995 fiscal year.
<TABLE>
<CAPTION>
GRANT
INDIVIDUAL GRANTS VALUE DATE
- ----------------------------------------------------------------------- ------------
(A) (B) (C) (D) (E) (F)
% OF TOTAL
OPTIONS OPTIONS GRANTED EXERCISE OR GRANT DATE
GRANTED TO EMPLOYEES BASE PRICE EXPIRATION PRESENT
NAME (# SHARES)(1) IN FISCAL YEAR ($/SHARE) DATE VALUE ($)(2)
- ---------------- ----------- --------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
J. J. Agresti 65,000 24.8% 7.81 4/20/05 293,605
W. J. Carlson 30,000 11.5% 7.81 4/20/05 135,510
H. D. Montgomery 25,000 9.5% 7.81 4/20/05 112,925
J. F. Huguet 30,000 11.5% 7.81 4/20/05 135,510
T. J. Walsh, III 25,000 9.5% 7.81 4/20/05 112,925
</TABLE>
(1) Options were granted on April 20, 1995. 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.
The inputs used in deriving present value were as follows:
o April 20, 1995 grant date fair market value $7.81
o April 20, 1995 grant date exercise price $7.81
o Expected dividend yield 0.00%
o Expected time to expiration calculated using 100% of grant term
(10 years)
o Expected volatility equal to the standard deviation of Atkinson
quarterly closing stock prices over the period starting first
quarter 1986 and ending fourth quarter 1995
o Risk-free rate of return determined using the U.S. Treasury
constant maturity yield on the date of grant (10 year rate)
-8-
<PAGE>
AGGREGATED OPTION EXERCISES IN 1994
AND FISCAL YEAR-END OPTION VALUES*
<TABLE>
<CAPTION>
EXERCISES DURING YEAR FISCAL YEAR END
------------------------------ ----------------------------------
(A) (B) (C) (D) (E)
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS (#) OPTIONS**
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---------------- --------------- -------------- --------------- ------------------
<S> <C> <C> <C> <C>
J. J. AGRESTI NONE NONE 78,948/119,310 $207,282/$364,448
W. J. CARLSON NONE NONE 34,304/52,649 $95,381/$157,657
H. D. MONTGOMERY NONE NONE 2,580/32,743 $5,884/$81,902
J. F. HUGUET NONE NONE 23,945/44,878 $63,327/$130,544
T. J. WALSH, III NONE NONE 4,863/33,089 $16,415/$93,021
</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 $10.38 on December 31, 1995
-9-
<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 $28,022 $36,265 $44,509 $52,753 $60,997 $69,241 $77,485
$150,000 33,972 43,965 53,959 63,953 73,947 83,941 93,935
$175,000 39,922 51,665 63,409 75,153 86,897 98,641 110,385
$200,000 45,872 59,365 72,859 86,353 99,847 113,341 126,835
$225,000 51,822 67,065 82,309 97,553 112,797 128,041 143,285
$250,000 57,772 74,765 91,759 108,753 125,747 142,741 159,735
$275,000 63,722 82,465 101,209 119,953 138,697 157,441 176,185
$300,000 69,672 90,165 110,659 131,153 151,647 172,141 192,635
$325,000 75,622 97,865 120,109 142,353 164,597 186,841 209,085
$350,000 81,572 105,565 129,559 153,553 177,547 201,541 225,535
$375,000 87,522 113,265 139,009 164,753 190,497 216,241 241,985
$400,000 93,472 120,965 148,459 175,953 203,447 230,941 258,435
$425,000 99,422 128,665 157,909 187,153 216,397 245,641 274,885
$450,000 105,372 136,365 167,359 198,353 229,347 260,341 291,335
$475,000 111,322 144,065 176,809 209,553 242,297 275,041 307,785
$500,000 117,272 151,765 186,259 220,753 255,247 289,741 324,235
$525,000 123,222 159,465 195,709 231,953 268,197 304,441 340,685
$550,000 129,172 167,165 205,159 243,153 281,147 319,141 357,135
$575,000 135,122 174,865 214,609 254,353 294,097 333,841 373,585
</TABLE>
-10-
<PAGE>
The compensation covered for purposes of the Pension Plans
is salary and bonus. In 1995, the named executive officers
received covered compensation as follows: J. J. Agresti,
$562,500; W. J. Carlson, $315,000; J. F. Huguet, not applicable;
H. D. Montgomery, $245,000; T. J. Walsh, III, $210,000. Mr.
Huguet does not participate in the Pension Plan.
The estimated credited years of service for the named
executive officers are as follows: J. J. Agresti, 36; W. J.
Carlson, 24; J. F. Huguet, not applicable; H. D. Montgomery, 1;
T. J. Walsh, III, 15.
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
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.
Report on Executive Compensation
The Board of Directors determined all of the Company's
Executive Compensation policies during 1995, managed policy
decisions on executive pay programs and established the
compensation of the President and Chief Executive 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), Donald R. Kayser 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.
-11-
<PAGE>
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
Jack J. Agresti as President and Chief Executive Officer. Mr.
Agresti, who is also a member of the Board of Directors, did not
participate in any Board discussions regarding his own pay nor
did he vote on his 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.
In February, 1995, the Board, acting on the Committee's
recommendation, approved the continuation of the base salary
awarded to Mr. Agresti when he was promoted to the position of
President & Chief Executive Officer on April 21, 1994. Available
survey data confirmed that this action met the Board's objective
to maintain salaries at a competitive level.
When appointed President and Chief Executive Officer on April
21, 1994, the Company entered into an employment agreement with
Mr. Agresti, and the terms of that employment agreement are
described on page 11 of this Proxy Statement.
The Chief Executive Officer recommends to the Executive
Compensation Committee salary adjustments for the other executive
officer positions. The Committee reviews these recommendations
based on the same criteria used to evaluate the competitive base
salary of the Chief Executive Officer position.
During 1995, three of the other named executive officers were
awarded base salary increases as recommended by the Chief
Executive Officer. The Committee concurred with these
recommendations on the basis of presented data on salary levels
for comparable positions within the industry.
Annual Incentive Awards
The Board encourages executives to achieve desirable annual
operating results by offering such executives opportunities to
earn annual incentive awards. These incentive opportunities are
designed to put a significant portion
-12-
<PAGE>
of an executive's 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 attainment
of specific corporate financial goals set by the Board.
The other named executive officers also participate in annual
incentive compensation plans which fund when pre-established
corporate financial goals are achieved relating to their
positions and/or pre-established goals related to the operating
plans of the businesses for which they are responsible are
achieved. Target awards for the five named executive officers
were set from 35% to 50% of base salary, with maximum awards not
to exceed 2.2 times these targets.
As shown on the Summary Compensation Table, all five named
executive officers were granted annual incentive awards for 1995
based on the level of attainment of pre-established financial
goals and individual achievement factors. The specific 1995
corporate financial goals set by the Board for the Chief
Executive Officer were attained slightly above 100% of the target
level. Coupled with the evaluation of Mr. Agresti's individual
achievements during the year, the Board awarded Mr. Agresti 100%
of his target award amount.
For the other named executives, attainment in 1995 of pre-
established financial goals and individual achievement factors
ranged from 40% to 200% of their target award amounts.
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, which
was amended and restated by shareholders in April, 1995, provides
for awards of non-qualified and incentive stock options,
restricted stock, and stock appreciation rights to officers and
other key employees, and represents additional "at risk"
compensation. All named executive officers were participants in
the Plan and all named officers received stock option awards in
1995, which are shown in the Summary Compensation Table and the
Option/SAR Grants Table. Most of the options granted to date
have achieved some gain but the realization of meaningful
compensation values from them depends on future stock price
growth.
No awards of restricted stock were made in 1995. Previous
awards of restricted stock made in 1992 are described in the
Summary Compensation Table footnote. The unqualified ownership
of awarded shares of restricted stock were dependent upon
attaining specific earnings per share goals for each of the three
years following the grants; short of achieving each year's goal,
a percentage of the awarded restricted shares were forfeited back
to the Company. Earnings per share goals were not met in 1993,
1994 or 1995, and all remaining shares awarded were forfeited on
March 5, 1996.
The Board believes the amended and restated 1990 Executive
Stock 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.
-13-
<PAGE>
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
-14-
<PAGE>
PERFORMANCE GRAPH*
Note: The stock performance shown on the graph below is not
necessarily indicative of future price performance.
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, 1990, and reinvest-
ment of all dividends.
[TABLE FOR PERFORMANCE GRAPH IN EDGAR FORMAT]
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG GUY F. ATKINSON 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 -- 12/31/90 $100.00 $100.00 $100.00
FYE 12/31/91 90.00 161.00 122.00
FYE 12/31/92 129.00 187.00 112.00
FYE 12/31/93 114.00 215.00 121.00
FYE 12/31/94 138.00 210.00 74.00
FYE 12/31/95 174.00 296.00 68.00
</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., which was
deleted from the Peer Group in 1994 because it ceased operating
as a construction company.
-15-
<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, executive compensation and
nominating committees of the Board of Directors.
The Audit Committee consists of three directors appointed by
the Board. The current members of the Audit Committee are 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
three meetings during 1995.
The Executive 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, Donald R.
Kayser, and Ross J. Turner. The Compensation Committee held four
meetings in 1995.
The Nominating Committee consists of three directors appointed
by the Board. The current members of the Nominating Committee
are Duane E. Atkinson, Ray N. Atkinson, and Ross J. Turner. The
Nominating Committee recommends to the Board nominations of
directors. The Nominating Committee held no meetings during
1995. The Committee will consider nominations recommended by
shareholders, which should be directed to the Secretary of the
Company.
Ten meetings of the Board of Directors were held in 1995. 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.
-16-
<PAGE>
CERTAIN BENEFICIAL OWNERS OF SECURITIES
The persons listed below are known to the Company to be
beneficial owners as of January 31, 1996 of more than 5% of the
Company's Capital 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 861,620 9.6
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. .........613,300 6.9
One Memorial Drive
Suite 1100
Cambridge, MA 02142
</TABLE>
__________
(1) As of January 31, 1996, the trustee of the Atkinson
Retirement Stock and Investment Plan was the owner of 1,642,377
shares of the Common Stock of the Company, constituting 18.3% 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.
CERTIFIED PUBLIC ACCOUNTANTS
The firm of Coopers & Lybrand L.L.P., Certified Public
Accountants, has been the auditor for the Company for many years.
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 1997 a shareholder proposal must be
received at the offices of the Company, 1001 Bayhill Drive, San
Bruno, California 94066, not later than November 28, 1996.
-17-
<PAGE>
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
