The purpose of this amendment is to include Exhibit 27, the Financial Data Schedule. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Amendment No. 1 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File number 0-3062 GUY F. ATKINSON COMPANY OF CALIFORNIA (Exact name of registrant as specified in its charter) STATE OF DELAWARE 94-1649018 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 1001 Bayhill Drive, San Bruno, California 94080 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 876-1000 Securities Registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: CAPITAL STOCK, without par value (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes No X As of January 31, 1995, the aggregate market value of the voting stock held by nonaffiliates of the registrant was $66,299,854 based on closing sale prices on the NASDAQ National Market System. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. The number of shares of capital stock, without par value, outstanding as of January 31, 1995 was 8,950,824. Items 10, 11, 12 and 13 of Part III incorporate information by reference from the definitive proxy statement for the Annual Meeting of Shareholders to be held on April 19, 1995. INDEX TO EXHIBITS Exhibit Number Description 2 Agreement of Merger and Plan of Reorganization dated as of April 22, 1994 between the Company and Guy F. Atkinson Company of California, a California corporation, for the purpose of merging to reincorporate the California company in the state of Delaware. 3.1 Certificate of Incorporation of the Company, filed as an exhibit to the Form 10-Q of the Company for the period ended March 31, 1994 (File No. O-3062) and incorporated herein by reference. 3.2 Bylaws of the Company, filed as an exhibit to the Form 10-Q of the Company for the period ended March 31, 1994 (File No. O-3062) and incorporated herein by reference. 4 Stockholder Rights Agreement, dated as of May 9, 1994, between the Company and The Bank of New York, as Rights Agent ("Shareholder Rights Agreement"), filed as an exhibit to the Form 8-A of the Company filed on May 10, 1994 (File No. O-3062) and incorporated herein by reference. 10.1 Loan Agreement and Guaranty Agreement, dated December 23, 1991, relating to a loan from the Guy F. Atkinson Company Federal Credit Union and guaranteed by Guy F. Atkinson Company, a Nevada corporation, to William J. Carlson, filed as Exhibit 10.1 to the Company's 1991 Form 10-K and incorporated herein by reference. 10.2 Atkinson Corporate Management Incentive Compensation Plan. Filed as Exhibit 10.4 to the Company's 1988 Form 10-K and incorporated herein by reference. 10.3 Guy F. Atkinson Company of California 1990 Executive Stock Plan filed as Exhibit 10.3 to the Company's 1990 Form 10-K and incorporated herein by reference. 10.4 Guy F. Atkinson Company of California Common Stock Purchase Warrant dated May 28, 1993 beween the Company and Morgan Guaranty Trust Company filed as Exhibit 10.4 to the Company's 1993 Form 10-K report and incorporated herein by reference. 10.5 Employment Agreement dated as of April 21, 1994, between the Company and Jack J. Agresti. 10.6 Continued Employment and Voluntary Retirement Agreement dated April 21, 1994 between the Company and Thomas J. Henderson. 10.7 Resignation Agreement and General Release dated as of May 11, 1994, between the Company and Christine V. Braunlich. 21 Subsidiaries of the Company 24 Powers of Attorney of certain Directors 27 Financial Data Schedule SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. GUY F. ATKINSON COMPANY OF CALIFORNIA By: /S/ T. Ambrusko T. Ambrusko Vice President, General Counsel and Corporate Secretary Date: April 25, 1995.