<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GUY F. ATKINSON COMPANY OF CALIFORNIA
(Name of Issuer)
Common Stock
(Title of Class of Securities)
047620109
(CUSIP Number)
Bruce G. Wilson
Jenner & Block
One IBM Plaza
Chicago, IL 60611
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 13, 1998
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Page 2 of 5 Pages
SCHEDULE 13D
CUSIP NO. 047620109
Page 2 of 5 Pages
1 Name of Reporting Person: Edward F. Heil
S.S. or I.R.S. Identification No. of Above Person: SS# ###-##-####
2 Check the Appropriate Box if a Member of a Group* a / /
b / /
3 SEC Use Only
4 Source of Funds*
PF
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items
2(d) or 2(e) / /
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
Number of 900,000
Shares
8 Beneficially Shared Voting Power
Owned By 0
Each
9 Reporting Sole Dispositive Power
Person 900,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by each Reporting Person
900,000
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
10%
14 Type of reporting person
IN
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Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, par value $ .01 per
Share, of Guy F. Atkinson Company of California, a Delaware corporation. The
Issuer's principal executive office is located at 1001 Bayhill Drive, Second
Floor, San Bruno, CA 94066.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the person filing this statement is Edward F. Heil, whose
business address is 8052 Fisher Island Drive, Miami Beach, Florida 33109
The present principal occupation or employment of Edward F. Heil is as
an individual investor.
During the last five years, Edward F. Heil has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Edward F. Heil has not been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which Edward F. Heil was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Edward F. Heil is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The funds used in making purchases of the securities are personal
funds of Edward F. Heil.
ITEM 4. PURPOSE OF THE TRANSACTION.
The shares of the issuer were acquired by Edward F. Heil in open
market transactions for purposes of investment. From time to time Edward F.
Heil may acquire additional securities of the issuer or dispose of some or all
securities of the issuer owned by him.
Edward F. Heil has no current plans or proposals relating to or that
would result in:
(i) an extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the issuer or any of its
subsidiaries,
(ii) a sale or transfer of a material amount of assets of the issuer
or any of its subsidiaries,
(iii) any change in the number or terms of directors,
(iv) any material change in the present capitalization or dividend
policy of the issuer,
(v) any other material change in the issuer's business or corporate
structure,
(vi) any changes in the issuer's charter, by-laws, or other
instruments or other actions which may impede the acquisition of control of
the issuer by any person,
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Page 4 of 5 Pages
(vii) causing a class of securities of the issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a national securities association,
(viii) causing any class of securities of the issuer to become
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act, or
(ix) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
The aggregate number and percentage of the class of securities
identified pursuant to Item 1 beneficially owned by Edward F. Heil are as
follows:
<TABLE>
<CAPTION>
Number of Shares Percentage of Class
---------------- -------------------
<S> <C>
900,000 10%
</TABLE>
Edward F. Heil has the sole power to vote or direct the vote and to
dispose or to direct the disposition of all of the shares identified above.
A description of the transactions in the class of securities that were
effected during the past 60 days by Edward F. Heil is as follows, all of which
transactions were purchases in open market transactions:
<TABLE>
<CAPTION>
Number
of Price Per Where and How
Date Shares Share Transactions Effected
------- --------- --------- ----------------------
<S> <C> <C> <C>
5/8/98 100,000 $0.08 Mesirow Financial Inc.
5/13/98 100,000 $0.08 Mesirow Financial Inc.
6/1/98 300,000 $0.08 Mesirow Financial Inc.
6/5/98 100,000 $0.08 Mesirow Financial Inc.
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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Page 5 of 5 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: June 12, 1998 /s/ Edward F. Heil
-------------------------
Name: Edward F. Heil
