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, 1996
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. [X]
As of January 31, 1997, the aggregate market value of the voting stock held by
nonaffiliates of the registrant was $63,332,422 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, $0.01 par value, outstanding as of January
31, 1997 was 8,987,467.
Items 10, 11, 12 and 13 of Part III incorporate information by reference from
the definitive proxy statement for the Annual Meeting of Shareholders to be held
on May 2, 1997.
Page 1
<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 1996 Annual Report of Form 10-K as
set forth in the pages attached hereto.
1. Amendment to Part IV, Item 14(a)3.
2. Amendment to Exhibit Index.
3. Exhibit 24.1 - Consent of Coopers & Lybrand.
4. Exhibit 99.1 - Financial Statements of the Atkinson Retirement
Stock and Investment Plan for the fiscal year ended December 31,
1996 required by Form 11-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
GUY F. ATKINSON COMPANY OF CALIFORNIA
Date: June 30, 1997 By /s/
J. J. Agresti, President and
Chief Executive Officer
Page 2
<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, 1996 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, 1996
required by Form 11-K.
Page 3
<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, 1996 is amended to add the
following exhibits.
Exhibit
No. Description
24.1 Consent of Coopers & Lybrand dated June 27, 1997.
99.1 Financial Statement of the Atkinson Retirement Stock and
Investment Plan for the fiscal year ended December 31, 1996
required by Form 11-K.
Page 4
<PAGE>
Exhibit 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Guy F. Atkinson Company of California Form S-8 (Amended and Restated Atkinson
Retirement Stock and Investment Plan, File No. 33-6296) of our report dated June
20, 1997, on our audits of the financial statements and supplemental schedules
of the Atkinson Retirement Stock and Investment Plan as of December 31, 1996 and
1995, and for the year ended December 31, 1996, which report is included in this
filing on Form 11-K.
/s/
Coopers & Lybrand L.L.P.
San Francisco, California
June 27, 1997
Page 5
<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, 1996
The financial statements attached hereto contain the financial statements for
the Atkinson Retirement Stock and Investment Plan required by form 11-K.
Page 6
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
FINANCIAL STATEMENTS
as of December 31, 1996 and 1995
and for the year ended December 31, 1996
<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 (the Plan) as of December
31, 1996 and 1995, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1996. 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
standsrds. 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, 1996 and 1995, and the changes in net assets available for benefits
for the year ended December 31, 1996 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and Reportable Transactions 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.
/s/Coopers & Lybrand L.L.P.
San Francisco, California
June 20, 1997
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
C O N T E N T S
Pages
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits,
December 31, 1996 and 1995 3
Statement of Changes in Net Assets Available
for benefits for the year ended December 31, 1996 4
Notes to Financial Statements 5-15
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1996 16
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996 17-18
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
ASSETS 1996 1995
Investments, at fair value $51,627,988 $44,527,242
Receivables:
Employee contributions 99,454 188,562
Employer contributions 54,305 94,360
Accrued interest and dividends 0 190,590
Due from brokers 0 6,024,821
- --------------------------------------------------------------------------------
Total assets 51,781,747 51,025,575
- --------------------------------------------------------------------------------
LIABILITIES
Due to brokers 0 5,086
- --------------------------------------------------------------------------------
Total liabilities 0 5,086
- --------------------------------------------------------------------------------
Net assets available for benefits $51,781,747 $51,020,489
================================================================================
The accompanying notes are an integral part of these financial
statements Page 3
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1996
- --------------------------------------------------------------------------------
Addition to net assets attributed to:
Contributions:
Employee $1,886,483
Employer 1,115,815
- --------------------------------------------------------------------------------
3,002,298
- --------------------------------------------------------------------------------
Investment income:
Dividend and interest income 3,418,818
Net appreciation in fair value of investments in mutual 908,736
Net appreciation in fair value of investments in common
stock of employer 1,102,155
- --------------------------------------------------------------------------------
5,429,709
- --------------------------------------------------------------------------------
Total additions 8,432,007
- --------------------------------------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 7,610,364
Administrative fees 60,385
- --------------------------------------------------------------------------------
Total deductions 7,670,749
- --------------------------------------------------------------------------------
Net increase 761,258
Net assets available for benefits:
Beginning of year 51,020,489
- --------------------------------------------------------------------------------
End of year $51,781,747
================================================================================
The accompanying notes are an integral part of these financi Page 4
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1: DESCRIPTION OF THE PLAN
The following description of the Atkinson Retirement Stock and Investment Plan
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
GENERAL
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). The Plan
is a defined contribution plan consisting 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 term Participating Company means Guy F. Atkinson Company of California (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.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
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
In 1995 each participant in the Stock Plan was 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.
Page 5
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1: DESCRIPTION OF THE PLAN, CONTINUED
CONTRIBUTIONS, CONTINUED
In 1995 each participant in the Investment Plan was required to make basic
deferred contributions at a rate of 2% of the participant's earnings. Each
participant who contributed basic deferred contributions to the Investment Plan
and who also contributed basic deferred contributions at the maximum rate of 3%
of earnings to the Stock Plan could also 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.
Effective January 1, 1996 the Plan was amended to allow each participant in the
Plan to contribute between 1% and 10% of the participant's earnings, which may
be allocated in any whole percentage between the Stock Plan the Investment Plan.
Contributions are subject to certain limitations.
For each Plan year, the Participating Company is required to make Stock and
Investment Plan contributions out of current or accumulated profits in an amount
matching up to 5% of employee contributions to the Plan for the year.
TRUSTEE AND INVESTMENT OF TRUST FUNDS
In 1995, the Trustee of the Plan was Bank of California, N. A., under which such
bank acted as Trustee of a trust fund (the Trust Fund) consisting of all
contributions by the Participating Company and the participants in the Plan.
Effective January 1, 1996, the Company entered into a new trust agreement
subject to which Fidelity Institutional Retirement Services Company (the
Trustee), acts as Trustee of the Trust Fund. The Trust Fund consists of two
parts: the "Stock Plan Trust" and the "Investment Plan Trust." The Stock Plan
Trust is a joint trustee between Fidelity and Wells Fargo Bank. The Stock Plan
Trust is invested by the Trustee primarily in the 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.
Page 6
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1: DESCRIPTION OF THE PLAN, CONTINUED
INVESTMENT OPTIONS
A participant may direct the investment of employee contributions and Company
contributions allocated to the participant under the Investment Plan and the
Stock Plan between any or all of the investment options available, as identified
by the Trustee. A participant may move money among the Plan's investment options
any business day. A participant may also change how any future contributions are
invested.
In 1995, investment options maintained within the Investment Plan included
the "Diversified Investment Fund," the "Fixed Income Fund," and the "Money
Market Fund."
Effective January 1, 1996, pursuant to the new trustee arrangement, the Trustee
maintains six investment funds within the Investment Plan: the "Fidelity
Retirement Money Market Portfolio," the "Fidelity Intermediate Bond Fund," the
"Fidelity Puritan Fund," the "Fidelity Growth & Income Portfolio," the "Fidelity
Magellan Fund," and the "Templeton Foreign Fund." The Fidelity Retirement Money
Market Portfolio is invested in short-term money market securities of U.S. and
foreign issuers, including short-term corporate obligations, U.S. government
obligations and certificates of deposit. The Fidelity Intermediate Bond Fund
invests in all types of U.S. and foreign bonds including corporate or U.S.
government issues. The Fidelity Puritan Fund invests in a wide variety
securities of U.S. and foreign issuers. Its selection of investments can include
all types of bonds of any quality as well as common and preferred stocks. The
Fidelity Growth & Income Portfolio is invested primarily in U.S. and foreign
stocks. It may also invest in bonds. The Fidelity Magellan Fund invests
primarily in common stocks of small, medium and large companies. The fund can
also invest in any industry, whether domestic or foreign, in in stocks or bonds,
and with latitude as to any quality level. The Templeton Foreign Fund invests
primarily in common stocks, and it can purchase securities in any foreign
country, developed or developing.
Page 7
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1: DESCRIPTION OF THE PLAN, CONTINUED
VESTING AND PAYMENT OF BENEFITS
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 36 to 84 month period of service after after which time the interest is
fully vested. Upon withdrawal from the Plan, the participant's vested account
balance is distributed as a lump-sum payment.
FORFEITED ACCOUNTS
Any unvested interest of a participant who has ceased participation in the Plan,
and who has incurred a "One Year Break in Service," as defined in the Plan, is
considered fprfeoted and reverts to the Company. Balances of participant
accounts forfeited during the years ended December 31, 1996 and 1995 were $0 and
$104,483, respectively.
PARTICIPANT NOTES RECEIVABLE
Effective March 1, 1996, the Plan was amended to provide for participant loans.
Participant's may borrow from their fund accounts a minimum of $1,000 and to a
maximum amount equal to the lower of $50,000 or 50% of their vested account
balance. Loan transactions are treated as a transfer to (from) the investment
fund from (to) the Participant Notes fund. Loan terms range from one to five
years or up to fifteen years for the purchase of a primary residence. The loans
are secured by the balance in the participant's account and bear interest at a
prime rate, established by the Company (6.25% at December 31, 1996) plus 2%. The
principal and interest on the loan is repaid through after-tax payroll
deductions.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
In accordance with the Employee Retirement Income Security Act of 1974 (ERISA)
the financial statements of the Plan are prepared under the accrual basis of
accounting and in conformity with generally accepted acounting principles.
Page 8
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of the Plan's financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to make
significant estimates and assumptions that affect the reported amounts of net
assets available for benefits at the date of the financial statements and the
changes in net assets available for benefits during the reporting period and,
when applicable, disclosures of contingent assets and liabilities at the date of
the financial statements. Actual results could differ from these estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in a combination of short term
investments, mutual funds and common stock of the Company. Investment securities
are exposed to various risks, such as interest rate, market, and credit risks.
Due to the level of risk associated with certain investment securities, it is at
least reasonably and that such changes in the values of investment securities
will occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statement of net
assets available for benefits.
INVESTMENT VALUATION
Investments in mutual funds and common stock of Guy F. Atkinson Company of
California are traded on a national securities exchange which are valued at the
closing sales price on the last business day of the year.
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.
Purchases and sales of securities are recorded 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 in recorded
as earned on an accrual basis.
CONTRIBUTIONS
Contributions from the Participating Company are accrued in the period when
earned.
Page 9
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
PAYMENTS OF BENEFITS
Benefits are recorded when paid.
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 10
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 3: INVESTMENTS
Investments consist of the following at December 31, 1996 and 1995:
Fair
1996: Share Balance Price Market Value
- --------------------------------------------------------------------------------
Investment in shares of mutual funds:
Short Term Income Fund Retirement
Plan 562,105.000 1.00 $562,105
Fidelity Retirement Money Market
Fund 1,882,363.000 1.00 1,882,363
Fidelity Intermediate Bond Fund 284,830.431 10.08 2,871,091
Fidelity Puritan Fund 594,817.824 17.24 10,254,659
Fidelity Growth & Income Portfolio 337,533.227 30.73 10,372,396
Fund
Fidelity Magellan Fund 105,784.251 80.65 8,531,500
Templeton Foreign Fund 215,925.901 10.36 2,236,992
Common stock of Guy F. Atkinson
Company of California 1,376,048.000 10.50 14,448,504
Participants notes receivable 468,378
- --------------------------------------------------------------------------------
$51,627,988
================================================================================
Page 11
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 3: INVESTMENTS, CONTINUED
Fair
1995: Share Balance Price Market Value
- --------------------------------------------------------------------------------
Short-term investment funds:
Highmark US Treasury NR 17,141,423 1.00 $17,141,423
Other short term investment funds 382,309 1.00 382,309
- --------------------------------------------------------------------------------
17,523,732
- --------------------------------------------------------------------------------
Common stocks:
Guy F. Atkinson Company of Californ 1,642,377 10.00 16,423,770
Other common stocks various various 1,450,610
- --------------------------------------------------------------------------------
17,874,380
- --------------------------------------------------------------------------------
U.S. Government securities various various 9,129,130
- --------------------------------------------------------------------------------
$44,527,242
================================================================================
NOTE 4: CHANGES IN NET ASSETS AVAILABLE BY INVESTMENT TYPES
On January 1, 1996 the net assets available for benefits within the Diversified
Investment Fund were transferred to the Puritan Fund, the Fixed Income Fund were
transferred to the Imtermediate Bond Fund, and the Money Market Fund were
transferred to the Retirement Money Market Fund.
Page 12
<PAGE>
<TABLE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE 4: CHANGES IN NET ASSETS AVAILABLE BY INVESTMENT TYPE, CONTINUED
The following respresents the net assets as of December 31, 1996 and the changes
in net assets for the year then ended by investment fund:
<CAPTION>
Investment Plan (participant directed)
-------------------------------------------------------------------
Templeton Growth & IntermediatRetirement
Stock Foreign Puritan Magellan Income Bond Money Participant
Total Plan Fund Fund Fund Fund Fund Market Notes
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Participants $1,886,483 $153,925 $146,080 $352,175 $633,329 $452,037 $77,485 $71,452 0
Participating Company 1,115,815 102,214 86,409 203,839 376,503 261,188 49,566 36,096 0
- ------------------------------------------------------------------------------------------------------------------------------------
3,002,298 256,139 232,489 556,014 1,009,832 713,225 127,051 107,548 0
- ------------------------------------------------------------------------------------------------------------------------------------
Investment Income:
Dividend and Interest
Income 3,418,818 25,020 96,398 1,028,349 1,502,185 454,851 191,828 99,987 20,200
Net appreciation/
(depreciation)on
investments 2,010,891 1,102,155 135,318 828,548 (659,984) 708,105 (103,638) 387 0
- ------------------------------------------------------------------------------------------------------------------------------------
5,429,709 1,127,175 231,716 1,856,897 842,201 1,162,956 88,190 100,374 20,200
- ------------------------------------------------------------------------------------------------------------------------------------
Total additions 8,432,007 1,383,314 464,205 2,412,911 1,852,033 1,876,181 215,241 207,922 20,200
- ------------------------------------------------------------------------------------------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to
participants 7,610,364 2,404,591 14,875 3,214,408 108,351 357,560 201,808 1,284,810 23,961
Administrative fees 60,385 26,703 895 16,962 4,820 4,585 3,506 2,914 0
- ------------------------------------------------------------------------------------------------------------------------------------
Total deductions 7,670,749 2,431,294 15,770 3,231,370 113,171 362,145 205,314 1,287,724 23,961
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase(decrease) prior
to interfund transfers 761,258 (1,047,980) 448,435 (818,459) 1,738,862 1,514,036 9,927 (1,079,802) (3,761)
- ------------------------------------------------------------------------------------------------------------------------------------
Participants notes withdrawn 0 (8,564) 0 (171,237) (47,811) (234,199) (33,459) (38,562) 533,832
Loan repayments 0 4,190 2,075 9,379 13,145 10,325 981 1,398 (41,493)
Interfund transfers 0 (705,104) 1,799,211 (18,900,581) 6,875,967 9,125,066 (351,873) 2,177,514 (20,200)
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) 761,258 (1,757,458) 2,249,721 (19,880,898) 8,580,163 10,415,228 (374,424) 1,060,548 468,378
Net assets available for
benefits:
Beginning of year 51,020,489 16,779,982 0 30,162,033 0 0 3,251,212 827,262 0
- ------------------------------------------------------------------------------------------------------------------------------------
End of year $51,781,747 $15,022,524 $2,249,721 $10,281,135 $8,580,163 $10,415,228 $2,876,788 $1,887,810 $468,378
====================================================================================================================================
</TABLE>
Page 13
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 5: RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Fidelity.
Fidelity is the Trustee of the Plan and, therefore, these transactions qualify
as party-in-interest.
NOTE 6: INCOME TAX STATUS OF THE PLAN
The Internal Revenue Service has determined and informed the Company by letter
dated September 9, 1996, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC).
NOTE 7. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
Page 14
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 8: RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the form 5500 as of December 31:
1996 1995
- --------------------------------------------------------------------------------
Net assets available for benefits per the
financial statements $51,781,747 $51,020,489
Amounts allocated to withdrawing participants 0 5,355
- --------------------------------------------------------------------------------
Net assets available for benefits per the
Form 5500 $51,781,747 $51,025,844
================================================================================
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ending December 31, 1996:
Benefits paid to participants per financial statements $7,610,364
Add: Amounts allocated to withdrawing participants at
December 31, 1996 0
Less: Amounts allocated to withdrawing participants at
December 31, 1995 (5,355)
- --------------------------------------------------------------------------------
Benefits paid to participants per Form 5500 $7,605,009
================================================================================
Page 15
<PAGE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT,
as of December 31, 1996
(c) Description of investment
(b) Identity of issue, including maturity date, rate of
borrower, lessor or interest, collateral, par, (e) Current
(a) similar party or maturity value (d)Cost Value
- --------------------------------------------------------------------------------
* Wells Fargo Short term Income Fund
Retirement Plan
(562,105 shares) $562,105 $562,105
* Fidelity Money Market Retirement
Fund (1,882,363 shares) 1,882,363 1,882,363
* Fidelity Intermediate Bond Fund
(284,830.431 shares) 2,940,170 2,871,091
* Fidelity Puritan Fund (594,817.824
shares) 10,143,961 10,254,659
* Fidelity Magellan Fund (105,784.251
shares) 8,929,954 8,531,500
* Fidelity Growth & Income Fund
(337,533.227 shares) 9,710,633 10,372,396
Templeton Templeton Foreign Fund
(215,925.901 shares) 2,121,475 2,236,992
* Guy F. Atkinson Company Common stock
of California (1,376,048 shares; no
par value) 12,945,599 14,448,504
* Atkinson Retirement Stock
and Investment Plan Participant notes 468,378 468,378
- --------------------------------------------------------------------------------
$49,704,638 $51,627,988
================================================================================
* Represents party-in-interest to Plan
Page 16
<PAGE>
<TABLE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
ITEM 27D - SCHEDULE OF REPORTABLE
TRANSACTIONS
as of December 31, 1996
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
(h) Current
(f) Expense Value of (i) Net
Incurred (g) Cost Asset on Gain
(a) Identity of (c) Purchas (d) Selling (e) Lease with of Transaction or
Party Involved (b) Description of Assets Price Price Rental Transaction Asset Date Loss
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Individual Transactions:
US Government Highmark 100% US Treasury - $9,000,000 - - $9,000,000 $9,000,000 -
Highmark 100% US Treasury - 5,818,000 - - 5,818,000 5,818,000 -
Highmark 100% US Treasury - 3,289,600 - - 3,289,600 3,289,600 -
Highmark 100% US Treasury - 5,888,973 - - 5,888,973 5,888,973 -
Fidelity Institutional
Retirement
Services Co Fidelity Puritan Fund
Purchases $7,329,727 - - - 7,197,824 7,329,727 $131,903
Guy F. Atkinson Company
of California Common shares
Purchase 16,423,770 - - - 16,423,770 16,423,770 -
Sale - 14,543,436 - - 12,808,351 14,543,436 1,735,085
Combined transactions:
Templeton Group Templeton Foreign Fund
of Funds 83 Purchases 2,953,184 - - - 2,953,184 2,953,184 -
24 Sales - 851,510 - - 853,736 851,510 (2,226)
Fidelity Fidelity Puritan Fund
Institutional 113 Purchases 31,915,342 - - - 31,915,342 31,915,342 -
Retirement 64 Sales - 22,378,867 - - 21,792,229 22,378,867 586,638
Services Co Fidelity Magellan Fund
104 Purchases 12,063,173 - - - 12,063,173 12,063,173 -
66 Sales - 2,871,689 - - 3,158,320 3,871,689 (286,631)
Fidelity Growth & Income Fund
147 Purchases 12,412,916 - - - 12,412,916 12,412,916 -
46 Sales - 2,748,625 - - 2,688,765 2,748,625 59,860
Fidelity Intermediate Bond Fund
76 Purchases 5,505,094 - - - 5,505,094 5,505,094 -
42 Sales - 2,533,009 - - 2,572,941 2,533,009 (39,932)
Page 17
</TABLE>
<PAGE>
<TABLE>
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS, CONTINUED
as of December 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
COMBINED TRANSACTIONS, CONTINUED:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity Fidelity Retirement Money Market Fund
Institutional 86 Purchases 4,844,895 - - - 4,844,895 4,844,895 -
Retirement 56 Sales - 2,962,532 - - 2,962,532 2,962,532 -
Services Co
US Government Highmark 100% US Treasury NR
20 Sales - 26,633,654 - - 26,633,654 26,633,654 -
Guy F. Atkinson Common shares
Company of 212 Purchases 16,972,838 - - 16,972,838 16,972,838 -
California 196 Sales - 19,444,252 - - 17,224,854 19,444,252 2,219,398
</TABLE>
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