AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 2000
REGISTRATION NO. 333-43422
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
------------------------------
Delaware
(State or Other Jurisdiction of Incorporation)
77-0239383
(I.R.S. Employer Identification Number)
585 West Beach Street
Watsonville, California 95076
(831) 724-1011
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
------------------------------
Michael Futch
Vice President, General Counsel, and Secretary
585 West Beach Street
Watsonville, California 95076
(831) 724-1011
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
-----------------------------
COPIES TO:
Peter Lyons, Esq.
Shearman & Sterling
1550 El Camino Real
Menlo Park, California 94025
(650) 330-2200
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as possible after the Registration Statement becomes
effective.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, check the following box. |_|
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the Prospectus is expected to be made pursuant to Rule 434, check
the following box. |_|
<PAGE>
--------------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.
--------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 24, 2000
The information in this propectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted
GRANITE CONSTRUCTION INCORPORATED
DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN
3,000,000 SHARES
COMMON STOCK
Granite Construction Incorporated, a Delaware corporation, is one of the
nation's largest diversified heavy civil contractors and construction materials
producer. With this prospectus, we are offering participation in our Dividend
Reinvestment and Stock Purchase Plan to record holders of common stock, as well
as to other interested investors. The Dividend Reinvestment and Stock Purchase
Plan is a simple, convenient and low-cost means of investing in our common
stock.
PLAN HIGHLIGHTS
o You may participate in the Plan if you currently own shares of our common
stock. If you do not own any common stock, you can participate in the Plan
by making your initial investment in our common stock through the Plan
with a minimum initial investment of $3,000.
o Once you are enrolled in the Plan, you may buy additional shares of our
common stock by automatically reinvesting all or a portion of the cash
dividends paid on your shares of common stock. To participate in the
dividend reinvestment feature of the Plan, you must hold and elect to
reinvest the dividends on a minimum of 25 shares of our common stock.
o Once you are enrolled in the Plan, you may buy additional shares of common
stock by making optional cash investments of $100 to $10,000 per month. In
certain instances, however, we may permit greater optional cash
investments.
Your participation in the Plan is entirely voluntary, and you may
terminate your participation at any time. If you do not elect to participate in
the Plan, you will continue to receive cash dividends, if and when declared by
our board of directors, in the usual manner.
See "Risk Factors" beginning on page 4 to read about factors you should
consider before buying shares of common stock.
Our shares of common stock are traded on the New York Stock Exchange under
the ticker symbol "GVA." THE CLOSING PRICE OF OUR COMMON STOCK ON AUGUST 23,
2000 WAS $23.3125 PER SHARE.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR HAS DETERMINED IF
THIS PROSPECTUS IS ADEQUATE OR ACCURATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is ______________, 2000.
<PAGE>
Page 2
SUMMARY OF THE PLAN
The following summary of our Dividend Reinvestment and Stock Purchase Plan
may omit certain information that may be important to you. You should carefully
read the entire text of the Plan contained in this prospectus before you decide
to participate in the Plan.
-- ENROLLMENT: You can participate in the Plan if you currently own
shares of our common stock by submitting a completed
authorization form. You may obtain an authorization form
from the Plan's administrator, The Chase Manhattan Bank.
Please see Question 6 for more detailed information.
-- INITIAL INVESTMENT: If you do not own any shares of our common stock, you
can participate in the Plan by making an initial
investment in our common stock through the Plan with a
minimum initial investment of $ 3,000. Please see
Question 5 for more detailed information. Employees and
employees of affiliates of Granite Construction
Incorporated ("Granite") who do not currently own any
shares of our common stock may become participants by
making a payroll deduction election of at least $100 per
month. Employees paid on a weekly basis must elect a
deduction of at least $25 per week. Employees paid on a
semi-monthly basis must elect a deduction of at least
$50 per pay cycle.
-- REINVESTMENT OF You can reinvest your cash dividends on all or a portion
DIVIDENDS: of your shares of our common stock. You will be able to
purchase additional shares of our common stock by
reinvesting your dividends, without paying fees. To
participate in the dividend reinvestment feature of the
Plan, you must hold and elect to reinvest the dividends
on a minimum of 25 shares of our common stock. Please
see Question 6 for more detailed information.
-- OPTIONAL CASH After you are enrolled in the Plan, you can buy
INVESTMENTS: additional shares of our common stock. You can invest a
minimum of $100 up to a maximum of $10,000 in any one
month. Under certain circumstances, we may approve a
written request to waive the $10,000 per month maximum
amount. Please see Question 6 for more detailed
information.
--SOURCE OF SHARES: The administrator of the Plan will purchase shares of
our common stock directly from us as newly issued shares
of common stock, in the open market or in privately
negotiated transactions with third parties. Please see
Question 8 for more detailed information.
-- PURCHASE PRICE: Under the Plan, with respect to reinvested dividends and
optional cash investments of $10,000 or less, the
purchase price for shares of our common stock that the
Administrator purchases directly from us initially will
equal 100% of the average of the daily high and low
sales price for a share of our common stock reported by
the New York Stock Exchange on the applicable investment
date, or if no trading occurs in shares of our common
stock on the applicable investment date, the average of
the daily high and low sales prices for the first
trading day immediately preceding the investment date
for which trades are reported. Please see Question 8 for
more detailed information.
With respect to optional cash investments of greater
than $10,000, the purchase price for newly issued shares
of our common stock that the Administrator purchases
directly from us initially will equal 100% of the
average of the daily high and low sales prices of our
common stock reported by the New York Stock Exchange for
the trading day relating to each investment date, or if
no trading occurs in shares of our common stock on such
trading day, the average of the daily high and low sales
prices for the first trading day immediately preceding
the investment date for which trades are reported, less
any discount. Please see Question 8 for more detailed
information.
The purchase price for shares of common stock purchased
in the open market or in privately negotiated
transactions with third parties will equal the price
paid for such shares on the relevant investment date.
Please see Question 8 for more detailed information.
<PAGE>
Page 3
-- TRACKING YOUR You will receive periodic statements of the transactions
INVESTMENT: made in your Plan account. These statements will provide
you with details of the transactions and will indicate
the share balance in your Plan account. Please see
Question 14 for more detailed information.
-- ADMINISTRATION: The Chase Manhattan Bank will serve as the administrator
of the Plan. You should send all correspondence with the
administrator to:
The Chase Manhattan Bank, c/o
ChaseMellon Shareholder Services, L.L.C.
P.O. Box 3338, South Hackensack, New Jersey 07606-1938.
You may call the Administrator at 1-888-884-5090
Please see Question 4 for more detailed information.
<PAGE>
Page 4
RISK FACTORS
In addition to the other information contained or incorporated by reference in
this prospectus, you should carefully consider the following factors in
evaluating us and our business before purchasing shares of the Common Stock
offered pursuant to the Plan:
DEPENDENCE ON PUBLIC SECTOR A significant percentage of our revenue comes from
contracts with federal, state and local governments. In 1999, these public
sector or government contracts accounted for approximately 65% of our revenue.
Consequently, any reduction in demand for our services by the public sector
would harm our operating results. Furthermore, government contracts are
generally terminable at the convenience of the government. If and when such
contracts are terminated however, contract specifications generally require the
government to settle or pay for services provided by the contractor up to the
time of termination. Although we have not experienced any material
cancellations in the past, there is no assurance such cancellations will not
occur in the future.
FLUCTUATIONS IN OPERATING RESULTS Because of varying weather conditions in many
of the areas where we perform work, we have historically experienced a seasonal
pattern in our operating results with the first quarter of each year typically
having the lowest revenue. In addition, quarterly results may be affected by the
commencement, stage of completion or termination of major projects. Results for
any one quarter, therefore, are not indicative of results for any other quarter
or for the year.
COMPETITION In our geographic markets, we compete with other major contractors
as well as smaller contractors. In general, competition for work in these
markets is intense, and especially in the public sector, contracts are normally
required by law to be awarded to the lowest responsible and responsive bidder.
Consequently our ability to obtain a substantial portion of our contracts is
dependent upon our ability to accurately and effectively estimate contract
prices lower than our competitors are able to do so.
RISKS OF FIXED UNIT PRICE CONTRACTS; BID AND PERFORMANCE BONDS The Company's
revenue is substantially derived from construction contracts that are fixed unit
price contracts. The terms of these contracts require us to guarantee the price
of our services on a unit price basis and assume the risk that the costs
associated with our performance will be greater than we anticipated. Our
profitability in this market is therefore dependent on our ability to accurately
estimate the costs associated with our services. These costs may be affected by
a variety of factors, such as lower than anticipated productivity and conditions
at the construction sites differing materially from what was anticipated at bid
time. If we are unable to accurately estimate the costs of these fixed unit
price contracts, certain projects could have lower margins than anticipated,
which could harm our results of operations or financial condition.
Institutional and public works projects are frequently long-term, complex
projects requiring significant technical and management skills and financial
strength to, among other things, obtain bid and performance bonds, which are
often a condition to bidding for, and awarding of, contracts for such projects.
Although we have done business with the same surety since 1926 and have never
been turned down for a bond, there can be no assurance that we will be able to
obtain bid and performance bonds in the future and the inability to procure such
bonds could harm our business, operating results and financial condition.
SKILLED SUBCONTRACTORS AND PERSONNEL MAY NOT BE AVAILABLE We are dependent on
the availability of qualified subcontractors. These subcontractors and we are,
in turn, dependent on the availability of skilled workers. From time to time,
particularly when the level of activity in the construction industry is high,
both we and our subcontractors may face shortages of skilled workers. We cannot
assure you that an adequate supply of subcontractors or skilled workers will be
available to carry out our projects or that the costs to retain skilled
subcontractors and workers will not exceed our estimates.
CONSTRUCTION INDUSTRY CYCLICALITY MAY IMPACT OUR BUSINESS ADVERSELY The
construction industry is cyclical and influenced by various economic factors,
including interest rates and general fluctuations of the business cycle.
Although we provide services to a broad range of clients, cyclicality in
construction markets, especially in the western United States where we derived
approximately 57% of our revenues in 1999, as well as instability in general
economic conditions could harm our business, operating results and financial
condition. In recent years, the level of construction activity in the market
sectors that we serve has been at a relatively high level. We cannot assure you
that this level of activity will be sustained.
DISPUTES OFTEN ARISE IN OUR BUSINESS Given the nature of the construction
industry and the contracting process, disputes often arise among builders,
subcontractors and customers. These disputes have the potential to result in the
assertion of claims and litigation. Although the costs and legal expenses
incurred in defense of claims against us and in pursuit of our claims have not
historically been substantial, we cannot assure you that such fees will not
significantly increase in the future. Significant increases in the costs of
claims and litigation could harm our business, operating results and financial
condition.
DEPENDENCE ON SENIOR MANAGEMENT A relatively small number of key executive
officers manage our business and formulate our strategies. The loss of these key
management persons could have a material adverse effect on us. David H. Watts,
our Chairman of the Board and Chief Executive Officer, is 61 years of age, and
several members of the Board of Directors are over 65 years of age. We cannot
assure you that we will find suitable replacements for these individuals when
they decide to retire.
<PAGE>
Page 5
GOVERNMENT REGULATIONS Our operations are subject to compliance with regulatory
requirements of federal, state, and municipal agencies and authorities,
including regulations concerning labor relations, affirmative action and the
protection of the environment. While compliance with applicable regulatory
requirements has not materially harmed our operations in the past relative to
our competitive position within our industry sector, there can be no assurance
that these requirements will not change and that compliance will not harm our
operations. In addition, our operations require operating permits granted by
governmental agencies. We believe that tighter regulations for the protection of
the environment and other factors may make it increasingly difficult to obtain
new permits and renewal of existing permits may be subject to more restrictive
conditions than those that currently exist.
MARKET FOR COMMON STOCK The market price of our Common Stock could be subject to
significant fluctuations in response to variations in quarterly operating
results, changes in earnings estimates or recommendations by securities
analysts, changes in the construction industry or general economic conditions
and other factors. In addition, the stock market in recent years has experienced
extreme price and volume fluctuations, which often have been unrelated to the
operating performance of companies. These broad market fluctuations may harm the
market price of our Common Stock.
PROVISIONS OF DELWARE LAW, OUR CERTIFICATE OF INCORPORATION AND BYLAWS COULD
DELAY OR PREVENT A TAKEOVER OF US, EVEN IF DOING SO WOULD BENEFIT OUR
STOCKHOLDERS Provisions of Delaware law, our certificate of incorporation and
bylaws could have the effect of delaying or preventing a third party from
acquiring us, even if a change in control would be beneficial to our
stockholders. These provisions include:
o Authorizing the issuance of preferred stock without stockholder
approval;
o Providing for a classified board of directors with staggered,
three-year terms;
o Requiring two-thirds of the outstanding shares to approve amendments
to some provisions of our certificate of incorporation and bylaws;
o Prohibiting stockholder actions by written consent; and
o Requiring in certain circumstances, two-thirds of the outstanding
shares to approve any merger of us into or with any other entity.
FORWARD LOOKING STATEMENTS
Some of the statements under "Risk Factors" and elsewhere contained or
incorporated by reference in this prospectus constitute forward-looking
statements. These statements involve risks, uncertainties, and other factors
that may cause our or our industry's actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by these
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential," "continue" or
the negative of these terms or other comparable terminology.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of these statements.
Except as required by law, we do not intend to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results.
TERMS AND CONDITIONS OF THE PLAN
The following constitutes our Dividend Reinvestment and Stock Purchase
Plan, as in effect beginning August 10, 2000. All references in this prospectus
to "common stock" refer to our common stock, par value $.01 per share.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The primary purpose of the Plan is to give holders of record of common
stock and other interested investors a convenient and economical way to purchase
and to reinvest all or a portion of their cash dividends in shares of common
stock. A secondary purpose of the Plan is to provide us another way to raise
additional capital for general corporate purposes through sales of common stock
under the Plan.
PARTICIPATION OPTIONS
2. WHAT ARE MY INVESTMENT OPTIONS UNDER THE PLAN?
Once enrolled in the Plan, you may buy shares of common stock through any
of the following investment options:
- FULL DIVIDEND REINVESTMENT. You may reinvest cash dividends paid on all
of your shares of common stock to purchase additional shares of common stock if
you have at least 25 shares of common stock in your Plan account. This option
also permits you to make optional cash investments from $100 to $10,000 per
month to buy additional shares of common stock.
<PAGE>
Page 6
- PARTIAL DIVIDEND REINVESTMENT. You may reinvest cash dividends paid on a
percentage of your shares of common stock to purchase additional shares of
common stock if you have at least 25 shares of common stock in your Plan
account. You must elect to reinvest the dividends on at least 25 shares of
common stock. We will continue to pay you cash dividends on the remaining shares
of common stock, when and if declared by our board of directors. This option
also permits you to make optional cash investments from $100 to $10,000 per
month to buy additional shares of common stock.
- OPTIONAL CASH INVESTMENTS ONLY. You may make optional cash investments
from $100 to $10,000 per month to buy additional shares of common stock. You may
request, and in certain instances we will approve, a waiver from us permitting
you to make optional cash investments in an amount greater than $10,000 per
month. See Question 10 to learn how to request such a waiver.
BENEFITS AND DISADVANTAGES
3. WHAT ARE THE BENEFITS AND DISADVANTAGES OF THE PLAN?
BENEFITS
Before deciding whether to participate in the Plan, you should consider
the following benefits of the Plan:
- There are no costs associated with the Full or Partial Dividend
Reinvestment portions of the Plan that you must pay, except for costs relating
to your optional cash investments, voluntary selling of shares of common stock
or withdrawal from the Plan. Therefore, you will no longer need to pay trading
fees or service fees to purchase common stock relating to dividend reinvestment.
(Please see the "Plan Service Fees Schedule" attached as Exhibit A for a
detailed description of the costs for which you will be responsible).
- You will get the convenience of having all or a portion of your cash
dividends automatically reinvested in additional shares of common stock. Since
the Administrator will credit fractional shares of common stock to your Plan
account, you will receive full investment of your dividends and optional cash
investments.
- You will have the option of having your stock certificates held for
safekeeping by the Administrator, insuring your protection against loss, theft
or destruction of the certificates representing your shares of common stock.
- You will simplify your record keeping by receiving periodic statements
which will reflect all current activity in your Plan account, including
purchases, sales and latest balances.
- You will have the flexibility of making optional cash investments of
$100 to $10,000 in any one month to buy additional shares of common stock. You
may make these optional cash investments on a regular or occasional basis.
- At any time, you may direct the Administrator to sell or transfer all or
a portion of the shares of common stock held in your Plan account.
DISADVANTAGES
Before deciding whether to participate in the Plan, you should consider
the following disadvantages of the Plan:
- We may not offer a discount on purchases of common stock made through
dividend reinvestments or optional cash investments, although we reserve the
right to offer any such discount in the future.
- Without giving you prior notice, we may direct the Administrator to buy
shares of common stock under the Plan either directly from us or in the open
market or in privately negotiated transactions with third parties.
- Your reinvestment of cash dividends will result in you being treated for
federal income tax purposes as having received a dividend on the dividend
payment date (to the extent of our earnings and profits). Such dividend may give
rise to a liability for the payment of income tax without providing you with
immediate cash to pay such tax when it becomes due.
- You may not know the actual number of shares of common stock that the
Administrator of the Plan buys for your account until after the applicable
Investment Date (as defined in Question 8).
- Because the Administrator of the Plan will buy shares of common stock
for account at an average price per share, the price paid for such shares on any
date may be greater than the price at which shares of common stock are then
trading.
- Sales of shares of common stock held in your Plan account may be
delayed.
- We will not pay interest on funds that we hold pending reinvestment or
investment.
- You may not pledge shares of common stock deposited in your Plan account
unless you withdraw such shares from the Plan.
<PAGE>
Page 7
ADMINISTRATION
4. WHO WILL ADMINISTER THE PLAN?
ADMINISTRATOR. The Chase Manhattan Bank, or such other entity as we may
designate, will serve as the Administrator of the Plan. ChaseMellon Shareholder
Services, L.L.C., a registered transfer agent, will provide certain
administrative support to the Administrator. The Administrator (i) acts as your
agent, (ii) keeps records of all Plan accounts, (iii) sends your account
statements to you, (iv) buys and sells, at your direction, all shares of common
stock under the Plan, and (v) performs other duties relating to the Plan. You
should send all correspondence with the Administrator to:
The Chase Manhattan Bank
c/o ChaseMellon Shareholder Services, L.L.C
P.O. Box 3338
South Hackensack, New Jersey 07606-1938.
Telephone: 1-888-884-5090
PARTICIPATION For purposes of this section, we generally have based our
responses upon the method by which you hold your shares of common stock.
Generally, you either are a record owner or a beneficial owner. You are a record
owner if you own shares of common stock in your own name. You are a beneficial
owner if you own shares of common stock that are registered in a name other than
your own (for example, the shares are held in the name of a broker, bank or
other nominee). If you are a record owner, you may participate directly in the
Plan. If you are a beneficial owner, you will have to either become a record
owner by having one or more shares transferred into your own name or coordinate
your participation in the Plan through the broker, bank or other nominee in
whose name your shares are held.
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
You may participate in the Plan if you meet the following requirements:
MINIMUM OWNERSHIP INTEREST. You may directly join the Plan if you are a
registered holder of common stock. If you are a beneficial owner of shares of
common stock and wish to participate in the Plan, you either should (1) direct
your broker, bank or other nominee in whose name your shares are held to
transfer at least one share of common stock to your name or (2) arrange with
your broker, bank or other nominee in whose name your shares are held to
participate in the Plan on your behalf, using the enclosed Broker and Nominee
Form.
There is no minimum requirement as to the number of shares of common stock
that you must hold in your Plan account in order to participate in the optional
cash investment portion of the Plan. However, if you wish to reinvest all or a
portion of your dividends, you must hold at least 25 shares of common stock in
your Plan account.
If you are an interested investor who is not yet a shareholder, you
initially can purchase from us at least $3,000 of common stock in order to
participate in the Plan. Employees and employees of affiliates of Granite who do
not currently own shares may, by automatic payroll deduction, make an initial
purchase of $100 per month. Employees paid on a weekly basis must elect a
minimum payroll deduction of $25 per week. Employees paid on a semi-monthly
basis must elect a minimum payroll deduction of $50 per pay cycle. This initial
purchase will enable you to participate in the optional cash investment feature,
and, so long as that initial purchase resulted in your account acquiring 25
shares, the dividend reinvestment portions of the Plan. You may purchase shares
of common stock pursuant to this paragraph in the manner set forth in Question
8.
NON-TRANSFERABILITY OF RIGHT TO PARTICIPATE. You may not transfer your
right to participate in the Plan to another person.
FOREIGN LAW RESTRICTIONS. You may not participate in the Plan if it would
be unlawful for you to do so in the jurisdiction where you are a citizen or
reside. If you are a citizen or resident of a country other than the United
States, you should confirm that by participating in the Plan you will not
violate local laws governing, among other things, taxes, currency and exchange
controls, stock registration and foreign investments.
EXCLUSION FROM PLAN FOR SHORT-TERM TRADING. You should not use the Plan to
engage in short-term trading activities that could change the normal trading
volume of the common stock. In such case, we may prevent you from participating
in the Plan.
EXCLUSION FROM PLAN AT OUR ELECTION. Notwithstanding any other provisions
in this prospectus, we reserve the right to prevent you from participating in
the Plan for any reason. It is in our sole discretion to exclude you from
participation in the Plan.
<PAGE>
Page 8
ENROLLMENT
6. HOW DO I ENROLL IN THE PLAN?
If you are eligible to participate in the Plan, you may join the Plan at
any time. Once you enroll in the Plan, you will remain enrolled until you
withdraw from the Plan or we terminate the Plan.
THE AUTHORIZATION FORM. To enroll and participate in the Plan, you must
complete the enclosed Authorization Form and mail it to the Administrator of the
Plan at the address set forth in Question 4. If your shares of common stock are
registered in more than one name (such as joint tenants or trustees), all such
registered holders must sign the Authorization Form. If you are eligible to
participate in the Plan, you may sign and return the Authorization Form to join
the Plan at any time.
However, if you are a beneficial owner of common stock and wish to enroll
and participate in the Plan, you must either (1) instruct your broker, bank or
other nominee in whose name your shares are held to complete and sign a Broker
and Nominee Form (please see "The Broker and Nominee Form" below for more
information) or (2) sign and return the enclosed Authorization Form and instruct
your broker, bank or other nominee in whose name your shares are held to
transfer through the direct registration system at least one share of common
stock to your name.
If you are an interested investor who is not presently our shareholder,
but you desire to participate in the Plan by making an initial purchase from us
of at least $3,000 of common stock, you may join the Plan by signing an
Authorization Form and forwarding it, together with such funds, to the
Administrator. You may obtain an Authorization Form at any time by contacting
the Administrator at the address set forth in Question 4.
Employees and employees of affiliates of Granite who do not currently own
shares outside of any qualified retirement plans and desire to participate in
the plan, may join by submitting a properly completed Authorization/Payroll
Deduction Form to the Corporate Payroll Department, Watsonville, California
Deductions will commence within two payroll cycles of receipt of your properly
completed form.
CHOOSING YOUR INVESTMENT OPTION. When completing the Authorization Form,
you should choose one of the three investment options discussed in Question 2
and repeated below:
- "Full Dividend Reinvestment"--This option directs the Administrator to
reinvest the cash dividends paid on all of the shares of common stock owned by
you then or in the future in shares of common stock. To participate in the full
dividend reinvestment feature of the Plan, you must hold a minimum of 25 shares
of common stock in your Plan account. This option also permits you to make
optional cash investments from $100 to $10,000 per month to buy additional
shares of common stock.
- "Partial Dividend Reinvestment"--This option directs the Administrator
to reinvest cash dividends paid on a percentage of shares of common stock then
owned by you in shares of common stock. We will continue to pay you cash
dividends on the remaining shares of common stock, when and if declared by our
board of directors. To participate in the partial dividend reinvestment feature
of the Plan, you must hold a minimum of 25 shares of common stock in your Plan
account, and/or you must elect to reinvest the dividends on at least 25 shares
of common stock. This option also permits you to make optional cash investments
from $100 to $10,000 per month to buy additional shares of common stock.
- "Optional Cash Investments Only"--This option permits you to make
optional cash investments from $100 to $10,000 per month to buy additional
shares of common stock. We will continue to pay you cash dividends, when and if
declared by our board of directors, on the shares of common stock owned by you
then or in the future, unless you designate such shares for reinvestment
pursuant to the Plan.
You should choose your investment option by checking the appropriate box
on the Authorization Form.
The Administrator automatically will reinvest all cash dividends paid on
the percentage of common stock that you have designated for participation in the
Plan until you indicate otherwise or withdraw from the Plan, or until we
terminate the Plan. If you have elected to have your dividends reinvested, we
will pay to the Administrator dividends on all shares of common stock held in
your Plan account. The Administrator will credit the common stock purchased with
your reinvested dividends to your Plan account.
CHANGING YOUR INVESTMENT OPTION. You may change your investment option by
completing and signing a new Authorization Form and returning it to the
Administrator of the Plan. The Administrator must receive any such change at
least three business days before the record date for a dividend payment in order
for such change to become effective for that dividend payment. The Administrator
also must receive any change in the number of shares of common stock that you
have designated for partial dividend reinvestment at least five business days
before the record date for a dividend payment in order to reinvest for such new
number of shares on the next Investment Date.
THE BROKER AND NOMINEE FORM. If you are a beneficial owner of shares of
common stock and wish for your broker, bank or other nominee in whose name your
shares are held to participate in the Plan on your behalf, such broker, bank or,
other nominee in whose name your shares are held must complete a Broker and
Nominee Form. The Broker and Nominee Form provides the only means by which a
broker, bank or other nominee in whose name your shares are held, holding your
common stock in the name of a major securities depository, may make optional
cash investments on your behalf. Your broker, bank or other nominee in whose
name your shares are held must submit a Broker and Nominee Form to the
Administrator each time such broker, bank or other nominee in whose name your
shares are held transmits
<PAGE>
Page 9
optional cash investments on your behalf. You, your broker, bank or other
nominee in whose name your shares are held may request a Broker and Nominee Form
at any time by contacting the Administrator at the address set forth in Question
4. Prior to submitting a Broker and Nominee Form, your broker, bank or other
nominee in whose name your shares are held must have submitted a completed
Authorization Form on your behalf.
The Administrator must receive the Broker and Nominee Form and appropriate
instructions at least three business days before the applicable investment date
or the optional cash investment will not be invested until the following
Investment Date.
7. WHEN WILL MY PARTICIPATION IN THE PLAN BEGIN?
The date on which the Administrator receives your properly completed
Authorization Form will determine the date on which the Administrator will buy
shares of common stock for your account. If you choose either the full or
partial dividend reinvestment option, the Administrator will begin to reinvest
dividends on the Investment Date after receipt of your Authorization Form,
provided it receives such Authorization Form before the record date set for the
related dividend payment.
If you choose the optional cash investments only option and wish to invest
at least $100 but not more than $10,000 in any one month, the Administrator will
purchase shares of common stock for you on the Investment Date after receipt of
both your Authorization Form and the good funds to be invested, provided it
receives such Authorization Form at least one day immediately preceding such
Investment Date. If the Administrator receives your Authorization Form and funds
for optional cash investment after the cutoff date indicated above then the
Administrator will hold your funds, without interest, for investment on the next
Investment Date. Please see the provisions of Question 10 if you wish to invest
more than $10,000.
Once you enroll in the Plan, you will remain enrolled in the Plan until
you withdraw from the Plan or we terminate the Plan.
PURCHASES
8. HOW ARE SHARES PURCHASED UNDER THE PLAN?
INITIAL PURCHASE OF COMMON STOCK. If you are an interested investor who is
not yet our stockholder, then you initially may direct the Administrator to
purchase for your account at least $3,000 worth of common stock, thus making you
eligible to participate in the Plan. You should send, together with your
Authorization Form, a check or money order (payable to The Chase Manhattan
Bank)in an amount from $3,000 to $10,000 to the Administrator at the address set
forth in Question 4. The other provisions of this Question 8 will apply to your
purchase of shares of common stock in this manner.
If you are an employee or an employee of an affiliate of Granite and you do not
currently own shares you may, by automatic payroll deduction, make an initial
investment of at least $100 per month. Employees paid on a weekly basis must
elect an automatic payroll deduction of at least $25 per week. Employees paid on
a semi-monthly basis must elect an automatic payroll deduction of at least $50
per pay cycle. Such payroll deductions will be submitted by Granite to the
Administrator by electronic transfer at the address set forth in Question 4. The
other provisions of this Question 8 will apply to your purchase of shares of
common stock in this manner.
SOURCE OF THE SHARES OF COMMON STOCK. The Administrator will use all
dividends reinvested through the Plan and all optional cash investments to buy
either newly issued shares of common stock directly from us or shares of common
stock on the open market or in privately negotiated transactions with third
parties, or a combination of both, at our discretion. Shares of common stock
purchased directly from us will consist of authorized but unissued shares of
common stock (including shares held in our treasury, if any).
INVESTMENT DATES When the Administrator purchases shares of common stock
from us, such purchases shall be made on the "Investment Date" in each month. If
the Administrator is buying shares of common stock directly from us through
dividend reinvestment or optional cash investments of $10,000 or less, then the
Investment Date will occur on either (1) the dividend payment date during any
month in which we pay a cash dividend or (2) the 15th day of the month, or if
the 15th falls on a holiday or weekend, the business day immediately preceding
the 15th of any month in which we do not pay a cash dividend.
If the Administrator is buying shares of common stock directly from us
through an optional cash investment of greater than $10,000 pursuant to a
request for waiver (see Question 10 for how to obtain such a waiver), then there
will be ten (10) Investment Dates, each of which will occur on a separate day on
which the New York Stock Exchange is open for business in a Pricing Period (as
defined in the next paragraph), with one-tenth (1/10) of your optional cash
investment being invested on each such day, subject to the qualifications set
forth under "Minimum Waiver Price" in Question 10 below. The "Pricing Period" is
the period encompassing the ten consecutive trading days immediately preceding
the Investment Date. A "trading day" is a day on which trades in common stock
are reported on the New York Stock Exchange.
If the Administrator is buying shares of common stock for the Plan through
open market or privately negotiated transactions, then the Administrator will
reinvest dividends or make optional cash investments as soon as is practical
after the applicable Investment Date.
<PAGE>
Page 10
In the past, record dates for dividends have preceded the dividend payment
dates by approximately three weeks. We historically have paid dividends on or
about the fifteenth of each January, April, July and October. We cannot assure
you that we will pay dividends according to this schedule in the future, and
nothing contained in the Plan obligates us to do so. Neither we nor the
Administrator will be liable when conditions, including compliance with the
rules and regulations of the Commission, prevent the Administrator from buying
shares of common stock or interfere with the timing of such purchases.
We pay dividends as and when declared by our board of directors. We cannot
assure you that we will declare or pay a dividend in the future, and nothing
contained in the Plan obligates us to do so. The Plan does not represent a
guarantee of future dividends.
PRICE OF SHARES OF COMMON STOCK. If the Administrator purchases shares of
common stock directly from us, then with respect to reinvested dividends and
optional cash investments of $10,000 or less, the Administrator will pay a price
equal to 100% (subject to change) of the average of the daily high and low sales
price for a share of common stock reported by the New York Stock Exchange on the
applicable Investment Date, or, if no trading occurs in shares of common stock
on the applicable Investment Date, the first trading day immediately preceding
the Investment Date for which trades are reported, computed to seven decimal
places, if necessary.
If the Administrator purchases shares of common stock directly from us,
then with respect to optional cash investments of greater than $10,000, the
Administrator will pay a price equal to 100% (subject to change) of the average
of the daily high and low sales prices of our common stock reported by the New
York Stock Exchange for the trading day relating to each Investment Date, or, if
no trading occurs in shares of common stock on such trading day, the first
trading day immediately preceding the Investment Date for which trades are
reported, computed up to seven decimal places, if necessary, less any discount.
If the Administrator purchases shares of common stock in the open market
or in privately negotiated transactions, then the Administrator will pay a price
equal to the weighted average purchase price paid by the Administrator for such
shares, computed up to seven decimal places, if necessary. The Administrator
will purchase such shares as soon as is practical on or after an Investment
Date.
NUMBER OF SHARES TO BE PURCHASED. If you elect to participate in the Plan
by reinvesting your dividends, the Administrator will invest for you the total
dollar amount equal to the sum of (i) the dividend on all shares of common stock
(including fractional shares) held in your Plan account for which you have
requested dividend reinvestment and (ii) any optional cash investments, less any
fees that you may be required to pay, to be made as of that Investment Date.
(Please see the "Plan Service Fees Schedule" attached as Exhibit A for a
detailed description of the costs for which you will be responsible).
If you elect to make only optional cash investments, the Administrator
will invest for you the total dollar amount equal to any optional cash
investments, less any fees that you may be required to pay, to be made as of
that Investment Date. (Please see the "Plan Service Fees Schedule" attached as
Exhibit A for a detailed description of the costs for which you will be
responsible).
As of any Investment Date, the Administrator will purchase for your
account the number of shares of common stock equal to the total dollar amount to
be invested for you, as described above, divided by the applicable purchase
price, computed to the seventh decimal place. The Administrator will deduct from
the amount to be invested for you any amount that we are required to deduct for
withholding tax purposes, as well as any fees that you may be required to pay.
(Please see the "Plan Service Fees Schedule" attached as Exhibit A for a
detailed description of the costs for which you will be responsible).
ADMINISTRATOR'S CONTROL OF PURCHASE TERMS. With respect to purchases of
common stock that the Administrator makes under the Plan, the Administrator, or
a broker that the Administrator selects, will determine the following:
- the exact timing of open market purchases;
- the number of shares of common stock, if any, that the Administrator
purchases on any one day or at any time of that day;
- the prices for the shares of common stock that the Administrator
pays;
- the markets on which the Administrator makes such purchases; and
- the persons (including brokers and dealers) from or through which
the Administrator makes such purchases.
COMMINGLING OF FUNDS. When making purchases for an account under the Plan,
we or the Administrator may commingle your funds with those of other investors
participating in the Plan.
<PAGE>
Page 11
9. HOW DO I MAKE A CASH INVESTMENT?
You may make a cash investment at any time if you have submitted a signed
Authorization Form or your broker, bank or other nominee has submitted a Broker
and Nominee Form, and if you are (1) a registered holder of common stock, (2) an
interested investor who has purchased from us at least $3,000 of common stock or
(3) a beneficial owner of common stock and either have directed your broker,
bank or other nominee in whose name your shares are held to transfer at least
one share of common stock to your name or you have arranged with your broker,
bank or other nominee in whose name your shares are held to participate in the
Plan on your behalf.
INITIAL CASH INVESTMENTS. As a new investor you may make an initial cash
investment when enrolling in the Plan by sending your properly completed
Authorization Form and a check or money order (payable to The Chase Manhattan
Bank) in an amount from $3,000 to $10,000 to the Administrator at the address
indicated on the form so as to be received at least one business day preceding
an Investment Date. Please see Question 10 if you wish to make an optional cash
investment of more than $10,000 in any month.
As an employee or an employee of an affiliate of Granite who does not currently
own shares you may, by automatic payroll deduction, make an initial investment
of at least $100 per month. Employees paid on a weekly basis must elect an
automatic payroll deduction of at least $25 per week. Employees paid on a
semi-monthly basis must elect an automatic payroll deduction of at least $50 per
pay cycle. Such payroll deduction will be submitted by Granite to the
Administrator by electronic transfer so as to be received on the regularly
scheduled pay cycle. Deductions will be held by the Administrator, without
interest, and invested on the next regularly scheduled Investment Date.
OPTIONAL CASH INVESTMENTS. After your first investment, whether by
dividend reinvestment, initial cash investment or optional cash investment, the
Administrator will attach an Optional Cash Investment Form to each statement of
account it sends to you. To make an optional cash investment once enrolled in
the Plan, you should send a properly completed Optional Cash Investment Form and
a check or money order (payable to The Chase Manhattan Bank) in an amount from
$100 to $10,000 to the Administrator at the address set forth on the statement
so as to be received at least one business day preceding an Investment Date.
If you are a beneficial owner of common stock, you (through your broker,
bank or other nominee) must make all optional cash investments through the use
of a Broker and Nominee Form. See Question 6.
The Administrator will hold, without interest, all optional cash
investments that it receives after the close of business on the business day
before an Investment Date. The Administrator will invest such held-over funds,
less any fees that you may be required to pay, on the next Investment Date,
provided that the next Investment Date falls within 35 or fewer days. (Please
see "Plan Service Fees Schedule" attached as Exhibit A for a detailed
description of the costs for which you will be responsible). If the next
Investment Date will occur in more than 35 days, then the Administrator will
return such funds to you, without interest.
MINIMUM AND MAXIMUM LIMITS. For any Investment Date that you choose to
make an optional cash investment, you must invest at least $100 but not more
than $10,000. You may invest an amount greater than $10,000 in any month if you
obtain a prior written waiver from us to do so. See Question 10 to learn how to
request a waiver.
ITEMS TO REMEMBER WHEN MAKING OPTIONAL CASH INVESTMENTS. When making your
optional cash investment, you should consider the following:
- All optional cash investments must equal at least $100 but not more
than $10,000 per month;
- You do not have to make an optional cash payment in any month;
- You do not have to send the same amount of cash payment each month;
- You must make all optional cash investments in United States
dollars; and
- You must send optional cash investments in the form of a check or
money order payable to The Chase Manhattan Bank. Do not send cash.
REFUNDS OF UNINVESTED OPTIONAL CASH INVESTMENTS. To obtain a refund of
optional cash investments which the Administrator has not yet invested, you must
send a written request to the Administrator at the address set forth in Question
4. The Administrator must receive your request no later than five business days
prior to the Investment Date in order to refund your money for such Investment
Date.
INTEREST ON OPTIONAL CASH INVESTMENTS. You will not earn interest on
optional cash investments held pending investment. We therefore suggest that you
send any optional cash investment that you wish to make so as to reach the
Administrator as close as possible to the fifth business day preceding the next
Investment Date. You should contact the Administrator if you have any questions
regarding these dates.
<PAGE>
Page 12
10. HOW DO I MAKE A CASH INVESTMENT OVER THE MAXIMUM MONTHLY AMOUNT?
We may from time to time grant waivers to investors interested in
purchasing shares beyond the Plan limits. We have sole discretion when to grant
such waivers, and may do so at any time. When we decide to accept a request for
waiver, the price of shares issued will be determined by a pricing period of no
less than one but no more than ten days commencing on a mutually agreed upon
date between us and the investor. The investment date for optional cash
investments beyond the Plan limits will be the next business day following the
last day of the pricing period.
Investors who wish to submit an application for request of waiver must
contact the administrator at (917) 320-6300. The Administrator must receive your
optional cash investment in good funds pursuant to a Request For Waiver by the
close of business on the last business day immediately preceding the first day
of the Pricing Period.
We have the sole discretion to approve any request to make an optional
cash investment in excess of the $10,000 maximum allowable amount. We may grant
such requests for waiver in order of receipt by the Administrator, or by any
other method that we determine to be appropriate. We also may determine the
amount that you may invest pursuant to a waiver. In deciding whether to approve
your request for waiver, we may consider, among other things, the following
factors:
- whether, at the time of such request, the Administrator is acquiring
shares of common stock for the Plan directly from us or in the open
market or in privately negotiated transactions with third parties;
- our need for additional funds;
- our desire to obtain such additional funds through the sale of
common stock as compared to other sources of funds;
- the purchase price likely to apply to any sale of common stock;
- the extent and nature of your prior participation in the Plan;
- the number of shares of common stock you hold of record; and
- the total amount of optional cash investments in excess of $10,000
for which requests for waiver have been submitted.
If you do not receive a response from the Administrator in connection with
your request for waiver, you should assume that we have denied your request.
MINIMUM WAIVER PRICE. We may set a minimum purchase price per share (the
"Minimum Waiver Price") for optional cash investments made pursuant to requests
for waiver for any Pricing Period. We will determine whether to set a Minimum
Waiver Price, and, if so, its amount, at least two business days before the
first day of a Pricing Period. We will notify the Administrator of the Minimum
Waiver Price, if any. In deciding whether to set a Minimum Waiver Price, we will
consider current market conditions, the level of participation in the Plan and
our current and projected capital needs.
We will fix the Minimum Waiver Price for a Pricing Period as a dollar
amount that the average of the high and low sale prices reported by the New York
Stock Exchange for each trading day of such Pricing Period must equal or exceed.
We will exclude from the Pricing Period and from the determination of the
purchase price any trading day within the Pricing Period that does not meet the
Minimum Waiver Price. We also will exclude any day in which no trades of common
stock are made on the New York Stock Exchange. Thus, for example, if the Minimum
Waiver Price is not met for two of the ten trading days in a Pricing Period,
then we will base the purchase price upon the remaining eight trading days in
which the Minimum Waiver Price was met.
In addition, we will return a portion of each optional cash investment for
each trading day of a Pricing Period for which the Minimum Waiver Price is not
met or for each day in which no trades of common stock are reported on the New
York Stock Exchange. For a ten day pricing period, the returned amount will
equal one-tenth (1/10) of the total amount of such optional cash investment (not
just the amount exceeding $10,000) for each trading day that the Minimum Waiver
Price is not met or for each day in which no trades are reported. Thus, for a
five day pricing period, if the Minimum Waiver Price is not met or no sales of
our common stock are reported for one of the five trading days in a Pricing
Period, then we will return two-tenths (1/5) (or 20%) of such optional cash
investment to you without interest.
The establishment of the Minimum Waiver Price and the possible return of a
portion of the investment applies only to optional cash investments made
pursuant to a request for waiver. Setting a Minimum Waiver Price for a Pricing
Period will not affect the setting of a Minimum Waiver Price for any other
Pricing Period. We may waive our right to set a Minimum Waiver Price for any
particular investment . Neither we nor the Administrator is required to give you
notice of the Minimum Waiver Price for any Pricing Period. However, you may
contact the Administrator at (917) 320-6300 to learn whether we have set a
Minimum Waiver Price for the Pricing Period of all investments made pursuant to
a request for waiver.
WAIVER DISCOUNT. We may, at our sole discretion, grant discounts on the
purchase of shares of common stock under the Plan to investors who requests to
purchase in excess of $10,000 of common stock in one month pursuant to an
approved request for waiver. Such discounts may be between 0% and 3%, inclusive,
of the market price of the common stock. We have the sole discretion to approve
any
<PAGE>
Page 13
request to make an optional cash investment in excess of the $10,000 maximum
allowable amount. We may grant such requests for waiver in order of receipt by
the Administrator, discounts offered by investors, or by any other method that
we determine to be appropriate. We do not presently intend to offer such a
discount, and we cannot guarantee that we ever will do so.
Neither we nor the Administrator is required to give you notice of the
Minimum Waiver Price or any Pricing Period. However, you may contact the
Administrator on the telephone at (917) 320-6300 to learn whether we are
accepting requests for waivers.
11. WHAT IF I HAVE MORE THAN ONE ACCOUNT?
For purposes of the limitations discussed in Question 10, we may aggregate
all optional cash investments for Plan participants with more than one account
using the same social security or taxpayer identification number. If you are
unable to supply a social security or taxpayer identification number, we may
limit your participation to only one Plan account.
For purposes of the Plan, we may aggregate all Plan accounts that we
believe, in our sole discretion, to be under common control or management or to
have common ultimate beneficial ownership. Unless we have determined that
reinvestment of dividends and optional cash investments for each such account
would be consistent with the purposes of the Plan, we will have the right to
aggregate all such accounts and to return, without interest, within 30 (for
dividend reinvestment) or 35 (for optional cash investment) days of receipt, any
amounts in excess of the investment limitations applicable to a single account
received in respect of all such accounts.
CERTIFICATES
12. WILL I RECEIVE CERTIFICATES FOR SHARES PURCHASED?
SAFEKEEPING OF CERTIFICATES. Unless your shares are held by a broker, bank
or other nominee, we will register shares of common stock that the Administrator
purchases for your account under the Plan in your name. The Administrator will
credit such shares to your Plan account in "book-entry" form. This service
protects against the loss, theft or destruction of certificates evidencing
shares of common stock.
You also may send to the Administrator for safekeeping all certificates
for shares of common stock which you hold. The Administrator will credit the
shares of common stock represented by such certificates to your account in
"book-entry" form and will combine such shares with any whole and fractional
shares then held in your Plan account. In addition to protecting against the
loss, theft or destruction of your certificates, this service also is convenient
if and when you sell shares of common stock through the Plan. See Question 13 to
learn how to sell your shares of common stock under the Plan.
You may deposit certificates for shares of common stock into your account
regardless of whether you have previously authorized reinvestment of dividends.
The Administrator automatically will continue to pay you cash dividends on any
such shares deposited in accordance with the Plan, unless you have instructed
the Administrator otherwise.
To deposit certificates for safekeeping under the Plan, you should send
your share certificates, in non-negotiable form, to the Administrator by insured
mail at the address specified in Question 4. You may withdraw any shares
deposited for safekeeping by mailing a written request to the Administrator.
ISSUANCE OF CERTIFICATES. Upon your written request to the Administrator
or upon our termination of the Plan, the Administrator will issue and deliver to
you certificates for all whole shares of common stock credited to your Plan
account. The Administrator will not issue certificates for fractional shares of
common stock. The Administrator will handle such requests at no cost to you. The
Administrator will continue to credit any remaining whole or fractional shares
of common stock to your account.
EFFECT OF REQUESTING CERTIFICATES IN YOUR NAME. If you request a
certificate for whole shares of common stock held in your account, either of the
following may occur:
- If you maintain an account for reinvestment of dividends, then the
Administrator will continue to reinvest all dividends on the shares of common
stock for which you requested a certificate so long as such shares remain
registered in your name; and
- If you maintain an account only for optional cash investments, then the
Administrator will not reinvest dividends on shares of common stock for which
you requested a certificate unless and until you submit an Authorization Form to
authorize reinvestment of dividends on such shares registered in your name.
TRANSFER RESTRICTIONS. You may not pledge, sell or otherwise transfer
shares of common stock credited to your Plan account. If you wish to pledge,
sell or transfer such shares, you must first request that we issue a certificate
for such shares in your name.
<PAGE>
Page 14
SALE OF SHARES
13. HOW DO I SELL SHARES?
SALE OF SHARES HELD IN YOUR ACCOUNT. You may request at any time that the
Administrator sell all or any part of the shares of common stock held in your
Plan account. After receipt of your request, the Administrator will sell such
shares through a designated broker or dealer. The Administrator will mail to you
a check for the proceeds of such sale, less applicable trading fees, service
charges and any taxes. The Administrator will sell shares at least once per week
at then current market prices through one or more brokerage firms.
If you sell or transfer only a portion of the shares of common stock in
your Plan account, you will remain a participant in the Plan and may continue to
make optional cash investments and reinvest dividends, provided that you
maintain the 25 share minimum dividend reinvestment eligibility threshold in
your Plan account. The Administrator will continue to reinvest the dividends on
the shares of common stock credited to your account unless you notify the
Administrator that you wish to withdraw from the Plan.
COSTS OF SELLING SHARES. The Plan requires you to pay all costs associated
with the sale of your shares of common stock under the Plan. Please see the
"Plan Service Fees Schedule" attached as Exhibit A hereto for a detailed
description of such costs.
SALE OF FRACTIONAL SHARES HELD IN YOUR ACCOUNT. The Administrator will not
sell a fractional share of common stock unless you request that the
Administrator sell (or withdraw via a certificate issuance) all shares of common
stock held in your account.
TERMINATION OF YOUR ACCOUNT UPON SALE OF ALL SHARES. If the Administrator
sells all shares of common stock held in your Plan account, the Administrator
will automatically terminate your account. In such case, you will have to
complete and file a new Authorization Form to rejoin the Plan.
REPORTS
14. HOW WILL I KEEP TRACK OF MY INVESTMENTS?
Each time the Administrator makes an investment for your account, whether
by reinvestment of dividends or by optional cash investment, the Administrator
will send you a detailed statement that will provide the following information
with respect to your Plan account:
- total cash dividends received;
- total optional cash investments received;
- total number of shares of common stock purchased (including
fractional shares);
- price paid per share of common stock;
- date of stock purchases; and
- total number of shares of common stock in your Plan account.
You should retain these statements to determine the tax cost basis of the
shares purchased for your account under the Plan.
WITHDRAWAL
15. HOW WOULD I WITHDRAW FROM PARTICIPATION IN THE PLAN?
HOW TO WITHDRAW FROM THE PLAN. You may withdraw from the Plan at any time.
In order to withdraw from the Plan, you must provide notice instructing the
Administrator to terminate your account. The Administrator must receive such
notice before the close of business on the record date for any dividend payment
in order to terminate your account prior to such dividend payment date.
COSTS OF WITHDRAWING FROM THE PLAN. The Plan requires you to pay all costs
associated with your withdrawal from the Plan. Please see the "Plan Service Fees
Schedule" attached as Exhibit A hereto for a detailed description of such costs.
ISSUANCE OF STOCK CERTIFICATES UPON WITHDRAWAL FROM PLAN. Upon termination
of your Plan account, the Administrator will issue to you stock certificates for
any whole shares of common stock in your account. The Administrator will convert
to cash any fractional shares held in your account at the time of termination at
the then current market price of the common stock. After the Administrator
terminates your account, we will pay to you all cash dividends on shares of
common stock owned by you unless you rejoin the Plan.
SELLING SHARES UPON WITHDRAWAL FROM PLAN. As an alternative to receiving
stock certificates, upon termination of your Plan account you may request that
the Administrator sell all or a portion of the shares of common stock (both
whole and fractional) in your account. If you instruct the Administrator only to
sell a portion of your shares of common stock, then the Administrator will issue
to you certificates for the remaining shares. The Administrator will mail to you
a check for the proceeds of such sale, less applicable trading fees, charges and
any taxes.
<PAGE>
Page 15
REJOINING THE PLAN AFTER WITHDRAWAL. After you withdraw from the Plan, you
may rejoin the Plan at any time by filing a new Authorization Form with the
Administrator. However, the Administrator has the right to reject such
Authorization Form if you repeatedly join and withdraw from the Plan, or for any
other reason. The Administrator's exercise of such right is intended to minimize
unnecessary administrative expenses and to encourage use of the Plan as a
long-term shareholder investment service.
TAXES
16. WHAT ARE SOME OF THE TAX CONSEQUENCES OF MY PARTICIPATION IN THE PLAN?
The following is only a summary of certain of the federal income tax
consequences of participation in the Plan. This summary is for general
information only and does not constitute tax advice. This summary does not
reflect every possible tax outcome or consequence that could result from
participation in the Plan. Also, this summary does not discuss your tax
consequences if you are not a United States citizen, a resident alien, a U.S.
entity or otherwise a U.S. taxpayer. We advise you to consult your own tax
advisors to determine the tax consequences particular to your situation,
including any applicable state, local or foreign income and other tax
consequences that may result from your participation in the Plan and the
subsequent sale of shares acquired pursuant to the Plan. Any state tax
consequences will vary from state to state, and any tax consequences to you if
you reside outside of the United States will vary from jurisdiction to
jurisdiction.
REINVESTMENT OF DIVIDENDS PAID ON SHARES OF COMMON STOCK. With respect to
shares of common stock that the Administrator purchases from us with cash
dividends that you elect to have reinvested under the Plan, you will be treated
for federal income tax purposes as having received a distribution (with respect
to common stock) equal to the fair market value on the Investment Date of the
common stock credited to your Plan account (which should equal the amount of
cash dividends that you would have otherwise received, assuming that we have not
granted a discount on your purchase of shares of common stock under the Plan),
even though you will not receive such distribution in cash. With respect to
shares of common stock that the Administrator purchases on the open market with
cash dividends that you elect to have reinvested under the Plan, you will be
treated for federal income tax purposes as having received a distribution equal
to the price paid by the Administrator for such shares of common stock, plus
your pro rata portion of any trading and related costs incurred by us or the
Administrator to purchase such shares. For federal income tax purposes,
distributions made by us will first be taxable as dividends to the extent of our
current and accumulated earnings and profits. To the extent that the amount of
the distribution exceeds our current and accumulated earnings and profits, the
distribution will be treated as a return of capital to you to the extent of your
basis in your shares of common stock, with any excess being taxable to you as
gain from the sale of shares of common stock.
Your tax basis in the shares of common stock acquired for your Plan
account generally will equal the total amount of the distribution you are
treated as receiving (as described above). Your holding period for such shares
generally will begin on the day following the Investment Date for such shares.
OPTIONAL CASH INVESTMENTS. If you make an optional cash investment in the
Plan (whether under the Full Dividend Reinvestment option, the Partial Dividend
Reinvestment option, or the Optional Cash Investments Only option), you will not
be treated for federal income tax purposes as having received income by virtue
of the purchase of shares of common stock with the optional cash investment.
Your tax basis in the shares of common stock acquired through an optional
cash investment under the Plan generally will equal the amount of your optional
cash investment, including any trading fees or other related charges incurred by
us or the Administrator to purchase such shares on the open market. Your holding
period for such shares generally will begin on the day following the Investment
Date for such shares.
BACKUP WITHHOLDING AND ADMINISTRATIVE EXPENSES. We or the Administrator
may be required to deduct as "backup withholding" thirty-one percent (31%) of
the dividends that we pay to any shareholder, regardless of whether such
dividends are reinvested pursuant to the Plan. Similarly, the Administrator may
be required to deduct backup withholding from the proceeds of sales of shares of
common stock held in your Plan account. You will be subject to backup
withholding if:
- you fail to properly furnish us and the Administrator with your
correct tax identification number, or "TIN;"
- the Internal Revenue Service or any other governmental body or
agency notifies us or the Administrator that you have provided an
incorrect TIN;
- the Internal Revenue Service notifies us or the Administrator that
backup withholding should be commenced because you failed to
properly report dividends paid to you; or
- when required to do so, you fail to certify, under penalties of
perjury, that you are not subject to backup withholding.
Backup withholding amounts will be withheld from dividends before such
dividends are reinvested under the Plan. Therefore, if you are subject to backup
withholding, dividends which would otherwise be available for reinvestment under
the Plan will be reduced by the backup withholding amount. Any amount paid as
backup withholding will be creditable against your income tax liability.
<PAGE>
Page 16
DISPOSITION. When you withdraw shares from the Plan and receive whole
shares, you will not realize any taxable income. However, if you receive cash
for a fraction of a share, you will be required to recognize gain or loss with
respect to such fraction. You also will be required to recognize a gain or loss
whenever your shares are sold, whether such shares are sold by the Administrator
pursuant to your request or by you after the shares are withdrawn from the Plan.
Generally, the amount of such gain or loss that you will be required to
recognize will be the difference between the amount that you receive for the
shares and your tax basis in those shares.
OTHER PROVISIONS
17. HOW CAN I VOTE MY SHARES?
We will send you proxy materials for any meeting of shareholders in order
to vote all whole shares of common stock credited to your account. You may vote
your shares of common stock either by designating the vote of such shares by
proxy or by voting such shares in person at the meeting of shareholders.
18. WHAT ARE THE COSTS OF THE PLAN?
We will pay all trading fees and service charges in connection with the
reinvestment of dividends to purchase common stock under the Plan. You will be
responsible for any fees payable in connection with optional cash investments
and/or your sale of shares or voluntary withdrawal from the Plan. Please see the
"Plan Service Fees Schedule" attached as Exhibit A hereto for a detailed
description of such costs.
19. WHAT ARE YOUR AND THE ADMINISTRATOR'S RESPONSIBILITIES?
We, the Administrator and any of our agents, in administering the Plan,
are not liable for any act done in good faith or for any good faith failure to
act, including, without limitation, any claim of liability (i) arising from the
failure to terminate your account upon your death or judgment of incompetence
prior to the Administrator's receipt of notice in writing of such death; (ii)
relating to the prices and times at which the Administrator buys or sells shares
of common stock for your account; or (iii) relating to any fluctuation in the
market value of the common stock.
We, the Administrator and any of our agents will not have any duties,
responsibilities or liabilities other than those expressly set forth in the Plan
or as imposed by applicable laws, including federal securities laws. Since we
have delegated all responsibility for administering the Plan to the
Administrator, we specifically disclaim any responsibility for any of the
Administrator's actions or inactions in connection with the administration of
the Plan. None of our directors, officers or shareholders shall have any
personal liability under the Plan.
20. HOW WILL A STOCK SPLIT AFFECT MY PLAN ACCOUNT?
We will adjust your account to reflect any stock split or dividend payable
in shares of common stock. In such event, the Administrator will receive and
credit to your Plan account the applicable number of whole and/or fractional
shares of common stock. In order for the Administrator to calculate the number
of shares to be added to each Plan account, the Administrator may curtail or
suspend transaction processing for a short time after the record date of such
action.
21. CAN I PLEDGE MY SHARES UNDER THE PLAN?
You may not pledge any shares of common stock credited to your Plan
account. Any such pledge will be void. If you wish to pledge your shares of
common stock, you first must withdraw such shares from the Plan. See Question 13
to learn how to sell your shares under the Plan.
22. HOW CAN I TRANSFER MY SHARES?
You may transfer ownership of all or part of the shares of common stock
held in your Plan account through gift, private sale or otherwise by mailing to
the Administrator, at the address in Question 4, a properly executed stock
assignment, along with a letter with specific instructions regarding the
transfer. You also must mail to the Administrator a Form W-9 (Certification of
Taxpayer Identification Number) completed by the person to whom you are
transferring your shares. You also may transfer ownership of all or part of the
shares of common stock held in your Plan account into the account of another
person within the Plan. To complete such a transfer, you must mail to the
Administrator a letter with specific instructions regarding the transfer.
23. CAN THE PLAN BE AMENDED, MODIFIED, SUSPENDED OR TERMINATED?
Although we expect to continue the Plan indefinitely, we reserve the right
to amend, modify, suspend or terminate the Plan in any manner at any time. We
will notify you in writing of any modifications made to the Plan.
24. WHAT HAPPENS IF YOU TERMINATE THE PLAN?
<PAGE>
Page 17
If we terminate the Plan, you will receive a certificate for all whole
shares of common stock held in your Plan account and a check representing the
value of any fractional share of common stock valued at the then current market
price and any uninvested dividends or optional cash investments held in your
account.
25. ARE THERE ANY RISKS ASSOCIATED WITH THE PLAN?
Other than as stated herein, your investment in shares purchased under the
Plan is no different from any investment in shares that you hold directly.
Neither we nor the Administrator can assure you a profit or protect you against
a loss on shares that you purchase. You bear the risk of loss and enjoy the
benefits of any gain from changes in the market price with respect to shares of
common stock purchased under the Plan.
26. HOW WILL YOU INTERPRET AND REGULATE THE PLAN?
We may interpret, regulate and take any other action in connection with
the Plan that we deem reasonably necessary to carry out the Plan. As a
participant in the Plan, you will be bound by any such actions taken by us or
the Administrator.
27. WHAT LAW GOVERNS THE PLAN?
The laws of the State of Delaware will govern the terms, conditions and
operation of the Plan.
28. WHERE WILL NOTICES BE SENT?
The Administrator will address all of its notices to you at your last
known address. You should notify the Administrator promptly in writing of any
change of address.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). You
may read and copy any document we file at the Commission's public reference room
located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
Commission at 1-800-732-0330 for further information on the operation of such
public reference room. You also can request copies of such documents, upon
payment of a duplicating fee, by writing to the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 or obtain copies of such documents from the
Commission's web site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be part of this Prospectus, and information that we file later
with the Commission automatically will update and supersede such information. We
incorporate by reference the documents listed below and any future filings we
make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended:
(1) Annual Report on Form 10-K (File No. 1-12911) for the fiscal year
ended December 31, 1999
(2) Quarterly Reports on Form 10-Q (File No. 0-18350) for the fiscal
quarters ended March 31, 2000 and June 30, 2000
(3) Proxy Statement relating to our Annual Meeting of Stockholders held
on May 22, 2000; and
(4) The description of our common stock and the description of certain
provisions of the laws of the State of Delaware and our articles of
incorporation and bylaws, both contained in our Registration
Statement on Form S-1 ( No. 33-33795 ).
You may request a copy of these filings (including exhibits to such
filings that we have specifically incorporated by reference in such filings), at
no cost, by writing or telephoning our executive offices at the following
address:
Granite Construction Incorporated
Investor Relations Department
PO Box 50085
Watsonville, California 95077-5085
(831) 724-1011
(831) 761-7871 (Facsimile)
<PAGE>
Page 18
You should rely only on the information provided or incorporated by
reference in this prospectus or any related supplement. We have not authorized
anyone else to provide you with different information. You should not assume
that the information in this prospectus or any supplement is accurate as of any
date other than the date on the cover page of such documents.
INFORMATION ABOUT GRANITE CONSTRUCTION INCORPORATED
USE OF PROCEEDS
We will receive proceeds from the sale of shares of common stock that the
Administrator purchases directly from us. We will not receive proceeds from the
sale of common stock that the Administrator purchases in the open market or in
privately negotiated transactions. We will use the proceeds from the sale of
shares of common stock that the Administrator purchases directly from us for
general corporate purposes. We have no basis for estimating either the number of
shares of common stock or the prices of such shares that we will sell in
connection with the Plan.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our articles of incorporation and bylaws contain certain provisions to
indemnify our directors and officers against liability incurred by them as a
result of their service in those capacities. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to our directors,
officers or controlling persons pursuant to the above provisions, we have been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
PLAN OF DISTRIBUTION
Except to the extent the Administrator purchases shares of common stock in
the open market or in privately negotiated transactions with third parties, we
will sell directly to the Administrator the shares of common stock acquired
under the Plan. Such shares, including shares acquired pursuant to requests for
waivers, may be resold in market transactions on any national securities
exchange on which shares of common stock trade or in privately negotiated
transactions. The common stock currently is listed on the New York Stock
Exchange.
Pursuant to the Plan, we may be requested to approve optional cash
investments in excess of the allowable maximum amounts pursuant to requests for
waiver on behalf of participants in the Plan that may be engaged in the
securities business. In deciding whether to approve a request for waiver, we may
consider relevant factors including, among other things, (i) whether, at the
time of such request, the Administrator is acquiring shares of common stock for
the Plan directly from us or in the open market or in privately negotiated
transactions with third parties; (ii) our need for additional funds; (iii) our
desire to obtain such additional funds through the sale of common stock as
compared to other sources of funds; (iv) the purchase price likely to apply to
any sale of common stock; (v) the extent and nature of your prior participation
in the Plan; (vi) the number of shares of common stock you hold of record; and
(vii) the total amount of optional cash investments in excess of $10,000 for
which requests for waiver have been submitted. We may sell shares of common
stock through the Plan to persons who, in connection with the resale of such
shares, may be considered underwriters. We will not give any such person any
rights or privileges other than those that such person would be entitled to as a
participant under the Plan. We will not enter into any agreement with any such
person regarding such person's purchase, resale or distribution of shares. Under
certain circumstances, we may, however, approve requests for optional cash
investments in excess of the allowable maximum limitations pursuant to requests
for waivers.
Subject to the availability of shares of common stock registered for
issuance under the Plan, there is no total maximum number of shares that can be
issued pursuant to the reinvestment of dividends and optional cash investments.
We will pay all trading fees and service charges in connection with the
reinvestment of dividends to purchase common stock under the Plan. You will have
to pay any fees payable in connection with your optional cash investments and/or
voluntary sale of shares from your Plan account and/or withdrawal from the Plan.
LEGAL MATTERS
The validity of the shares of common stock being offered by this prospectus will
be passed upon for us by Shearman & Sterling, Menlo Park, California.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Granite Construction Incorporated
for the year ended December 31, 1999, have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
<PAGE>
Page 19
APPENDIX A
PLAN SERVICE FEES SCHEDULE
Enrollment Fee for New Investors No Charge
Reinvestment of Dividends No
Charge
Initial Purchase of Shares*
Transaction Fee $ 5.00 per purchase
Trading Fee $0.12 per share
Optional Cash Purchases*
Transaction Fee $5.00 per purchase
Trading Fee $0.12 per share
Sale of Shares (partial or full)*
Transaction Fee $15.00 per sale transaction
Trading Fee $0.12 per share
Gift or Transfer of Shares No Charge
Safekeeping of Stock Certificates No Charge
Certificate Issuance No Charge
Returned Checks for Insufficient Funds $50.00 per item
Duplicate Statements
Current Year No Charge
Prior Year(s) $20.00 per year requested
------------------------
*The Administrator will deduct the applicable fees from either the initial or
optional cash investment or proceeds from sale. All fees set forth above are
subject to change following appropriate notice to Participants.
WE RESERVE THE RIGHT TO AMEND OR MODIFY THIS PLAN SERVICE FEES SCHEDULE AT ANY
TIME.
<PAGE>
Page 20
APPENDIX B
U.S EQUITY MARKETS
CLOSED IN 2000
New Years Day............................................ January 1*
Martin Luther King Jr. Day...................................... January 17
Presidents Day............................................ February 21
Good Friday.............................................. April 21
Memorial Day.............................................. May 29
Independence Day............................................ July 4
Labor Day................................................ September 4
Thanksgiving Day............................................ November 23
Christmas Day............................................. December 25
----------
* New Years Day 2000 falls on a Saturday. The Exchange will be open for
regular trading hours on Friday, December 31, 1999 and Monday, January 3,
2000.
U.S EQUITY MARKETS
CLOSED IN 2001
New Years Day.............................................. January 1
Martin Luther King Jr. Day...................................... January 15
Presidents Day.............................................. February 19
Good Friday............................................... April 13
Memorial Day............................................... May 28
Independence Day............................................. July 4
Labor Day.................................................. September 3
Thanksgiving Day............................................... November 22
Christmas Day................................................ December 25
--------------------------------------------------------------------------------
<PAGE>
No person have been authorized to give any information or to make any
representations other than those contained or incorporated in this Prospectus
and, if given or made, such information or representations must not be be relied
upon as having been authorized. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to sell or solicitation of an offer to buy
any securities other than those to which is relates, or an offer or solicitation
with respect to those securities to which it relates to any persons in any
jurisdiction where such offer or solicitation would be unlawful. The delivery of
this Prospectus at any time does not imply that the information contained or
incorporated herein at its date is correct as of any time subsequent to its
date.
TABLE OF CONTENTS
SUMMARY OF THE PLAN 2
RISK FACTORS 4
FORWARD LOOKING STATEMENTS 5
TERMS AND CONDITIONS 5
WHERE YOU CAN FIND MORE INFORMATION 17
INCORPORATION BY REFERENCE 17
USE OF PROCEEDS 18
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 18
PLAN OF DISTRIBUTION 18
LEGAL MATTERS 18
EXPERTS 18
APPENDICES 19
Granite Construction Incorporated
PROSPECTUS
Dividend Reinvestment
And Stock Purchase Plan
<PAGE>
Page II-1
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION, ESTIMATED
Securities and Exchange Commission $19,553
Printing expense - Registration Statement and Prospectus $ 5,000
Transfer Agent and Registrar $15,000
Legal Fees $20,000
Accountants' Fees $ 8,400
Miscellaneous Fees and Expenses $ 2,522
Total $70,475
ITEM 15. INDENMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation or business
association against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interest of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The Certificate of Incorporation and the Bylaws of the Company provide in
effect that the Company shall indemnify its directors, officers and employees to
the extent permitted by the directors, officers and employees to the extent
permitted by The General Corporation Law of Delaware.
ITEM 16. EXHIBITS:
*5.1 Opinion of Shearman & Sterling regarding the legality of the shares
being registered
23.1 Consent of Shearman & Sterling (contained in Exhibits 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
*24 Power of Attorney (see signature page of the Registration Statement)
*99.1 Form of Authorization Form
*99.2 Form of Request for Waiver Form
*99.3 Form of Broker and Nominee Form
* Previously filed
<PAGE>
Page II-2
ITEM 17. UNDERWRITINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant of section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by its is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
Page II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Watsonville, State of California, on
August 24, 2000.
GRANITE CONSTRUCTION INCORPORATED
By: /s/David H. Watts
--------------------------------------------------
[David H. Watts, Chairman of the Board, President
and Chief Executive Officer]
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No.1 to the registration statement has been signed below by the following
persons in the capacities and on the day of August 24, 2000.
SIGNATURE TITLE
/s/ David H. Watts Chairman of the Board,
-------------------------- President, Chief Executive Officer,
[David H. Watts] and Director (Principal Executive Officer)
* Senior Vice President and Chief Financial Officer
-------------------------- (Principal Accounting and Financial Officer)
[William E. Barton]
* Director
--------------------------
[Joseph J. Barclay]
* Director
--------------------------
[Richard M. Brooks]
<PAGE>
Page II-4
* Director
--------------------------
[Linda Griego]
* Director
--------------------------
[Brian C. Kelly]
* Director
--------------------------
[Rebecca A. McDonald]
* Director
--------------------------
[Raymond E. Miles]
* Director
--------------------------
[J. Fernando Niebla]
* Director
--------------------------
[George B. Searle]
* By /s/ Roxane Allbritton
----------------------
Attorney-in-fact
