SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 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 94066 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 876-1000 Securities Registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.01 par value (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes X No___ 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 common stock, at $0.01 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 held on April 19, 1995. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT TO APPLICATION OR REPORT Filed pursuant to Section 12, 13, or 15(d) of THE SECURITIES AND EXCHANGE ACT OF 1934 GUY F. ATKINSON COMPANY OF CALIFORNIA AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its 1994 Annual Report on Form 10-K as set forth in the pages attached hereto. 1. Amendment to Part IV, Item 14(a)3. 1. Amendment to Exhibit Index. 2. Exhibit 24.1 - Consent of Coopers & Lybrand. 3. Exhibit 99.1 - Financial Statements of the Atkinson Retirement Stock and Investment Plan for the fiscal year ended December 31, 1994 required by Form 11-K. Pursuant to the requirements 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 Date: June 29, 1995 By /s/ J. J. Agresti, President and Chief Executive Officer Part IV, Item 14(a)3. Exhibits of Guy F. Atkinson Company of California's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 is amended to add the following. Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) 3. Exhibits Exhibit Number 24.1 Consent of Coopers & Lybrand 99.1 Financial statements of the Atkinson Retirement Stock and Investment Plan for the fiscal year ended December 31, 1994 required by Form 11-K. The Exhibit Index of Guy F. Atkinson Company of California's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 is amended to add the following exhibits. Exhibit No. Description 24.1 Consent of Coopers & Lybrand dated June 29, 1995. 99.1 Financial Statements of the Atkinson Retirement Stock and Investment Plan for the fiscal year ended December 31, 1994 required by Form 11-K. Exhibit 24.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Guy F. Atkinson Company of California on Post- Effective Amendment No. 2 to Form S-8 (File No. 33-6296) and Form S-8 (File No. 33-34891) of our report dated June 29, 1995, on our audits of the financial statements and financial statement schedules of the Atkinson Retirement Stock and Investment Plan as of December 31, 1994 and 1993, and for the year ended December 31, 1994, which report is included in this Annual Report on Form 11-K. /s/ Coopers & Lybrand San Francisco, California June 29, 1995 Exhibit 99.1 GUY F. ATKINSON COMPANY OF CALIFORNIA ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 The financial statements attached hereto contain the financial statements for the Atkinson Retirement Stock and Investment Plan required by form 11-K. ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN REPORT ON AUDITS OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES as of December 31, 1994 and 1993 and for the year ended December 31, 1994 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN FINANCIAL STATEMENTS AND SCHEDULES TABLE OF CONTENTS Description Item 1. Financial Statements and Exhibits ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN FINANCIAL STATEMENTS AND SCHEDULES Item 1. Financial Statements and Exhibits (a) Financial Statements of the Plan Included Herein: Report of Independent Accountants Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 1994 and 1993 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1994 Notes to Financial Statements Schedules: Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1994 Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1994 Other schedules are omitted because they are not applicable or the information required is contained in the financial statements (b) Exhibits: None ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN FINANCIAL STATEMENTS AND SCHEDULES I N D E X Pages Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 1994 and 1993 3 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1994 4 Notes to Financial Statements 5-11 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1994 12-13 Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1994 14-76 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors Guy F. Atkinson Company of California: We have audited the accompanying statements of net assets available for benefits of the Atkinson Retirement Stock and Investment Plan as of December 31, 1994 and 1993, and the related statement of changes in net assets available for benefits for the year ended December 31, 1994. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1994 and 1993, and the changes in net assets available for benefits for the year ended December 31, 1994 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, as listed in the accompanying index, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Coopers & Lybrand L.L.P. San Francisco, California June 29, 1995 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1994 and 1993 ASSETS 1994 1993 Investments, at fair value $43,343,750 $44,765,923 Interest and dividends receivable 230,235 395,009 Cash - 183,789 Total assets 43,573,985 45,344,721 LIABILITIES Due to brokers 487,355 685,743 Prefunded contributions received from participating company 115,394 286,437 Total liabilities 602,749 972,180 Net assets available for benefits $42,971,236 $44,372,541 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the year ended December 31, 1994 Additions: Contributions: Participants $ 1,888,310 Participating company 980,788 2,869,098 Investment income: Dividend income 248,895 Interest income 1,189,171 Net appreciation in fair value of investments 483,352 1,921,418 Total additions 4,790,516 Deductions: Benefits paid to participants 5,925,652 Administrative fees 266,169 Total deductions 6,191,821 Net decrease (1,401,305) Net assets available for benefits: Beginning of year 44,372,541 End of year $42,971,236 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies: Basis of Accounting: On December 1, 1987, the Atkinson Retirement Investment Plan (the Investment Plan) was merged into the Atkinson Retirement Stock Plan (the Stock Plan) and renamed the Atkinson Retirement Stock and Investment Plan (the Plan). In accordance with the Employee Retirement Income Security Act of 1974 (ERISA), the financial statements of the Plan are prepared in conformity with generally accepted accounting principles. Investment Valuation: Investments traded on a national securities exchange are valued at the closing sales price on the last business day of the year; securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last reported bid price except for National Market System over-the-counter stocks which are valued at their closing market price. The Plan presents in the Statement of Changes in Net Assets the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains and losses and the unrealized appreciation (depreciation) on those investments. Contributions: Contributions from the Participating Company are accrued in the period when earned. The term Participating Company means Guy F. Atkinson Company (the Company), any Subsidiary, and any partnership (including joint ventures) of which the Company or a Subsidiary is the managing partner, provided that such Subsidiary or such partnership is designated as a Participating Company by the Company and has accepted such designation by adopting the Plan. Plan Expenses: Trustee, audit, legal, and investment management fees are paid by the Plan. All other expenses related to the operation and administration of the Plan are paid by the Company. Note 1. Summary of Significant Accounting Policies (continued): Other: Purchases and sales of securities are reflected on a trade-date basis. Gain or loss on sales of securities is based on average cost. Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned on an accrual basis. Note 2. General Provisions of the Plan: The Plan consists of two components: the "Stock Plan", which is a continuation of the Atkinson Retirement Stock Plan; and the "Investment Plan" which is a continuation of the Atkinson Retirement Investment Plan. The purpose of the Plan is to provide participants with retirement benefits through a program of regular savings by participants and contributions by the Participating Company. The following is a summary of the principal provisions of the Plan: Participation in the Plan: Participation in the Plan is voluntary. Any person who is employed by a Participating Company on a salaried basis and certain non-union hourly employees are eligible to participate in the Plan following the completion of one year of service. Contributions Under the Stock Plan: Each participant in the Stock Plan is required to make basic deferred contributions at a rate of 1%, 2% or 3% of the participant's earnings. Earnings consist of salary, incentive compensation, certain bonuses and foreign service premiums. Each participant in the Investment Plan is required to make basic deferred contributions at a rate of 2% of the participant's earnings. Each participant who is contributing basic deferred contributions to the Investment Plan and who also is contributing basic deferred contributions at the maximum rate of 3% of earnings to the Stock Plan may contribute supplemental deferred contributions to the Investment Plan and to the Stock Plan at whole percentage rates of up to 5% of earnings. However, the total rate of a participant's supplemental deferred contributions to the Stock Plan and to the Investment Plan may not exceed 5% of earnings. Note 2. General Provisions of the Plan (continued): For each Plan year, the Participating Company is required to make Stock and Investment Plan company contributions out of current or accumulated profits in an amount matching the total basic deferred contributions to the Plan for such year. Trustee and Investment of Trust Funds: Effective December 1, 1987, the Company entered into a trust agreement with The Bank of California, National Association (the Trustee), under which such Bank acts as Trustee of a trust fund consisting of all contributions by the Participating Company and the participants in the Plan. The Trust Fund consists of two parts: the "Stock Plan Trust" and the "Investment Plan Trust." The Stock Plan Trust is invested by the Trustee primarily in stock of Guy F. Atkinson Company of California acquired through brokers at fair market value. The Trustee is also authorized at its sole discretion to invest assets of the Stock Plan Trust in United States government obligations, bank savings accounts or certificates of deposit, treasury bills and similar investments. Pursuant to the Investment Plan Trust the Trustee maintains three investment funds; the "Diversified Investment Fund," the "Fixed Income Fund" and the "Money Market Fund." The Diversified Investment Fund may consist of equity securities, debt securities or other investments of any kind, as selected by the Plan's investment managers, including (without limitation) shares of common and preferred stocks, corporate or municipal bonds, real property, group annuity contracts, insurance company pooled separate accounts, bank common or collective trust funds, mutual funds or other pooled investment funds. The Fixed Income Fund may be invested in corporate or municipal bonds, preferred stocks, commercial paper, bankers' acceptances, obligations of the United States, certificates of deposit, mortgage loans, savings accounts or other debt securities of any kind, including (without limitation) any group annuity contracts, bank common or collective trust funds, mutual funds and insurance company pooled separate accounts or guaranteed principal contracts. The Money Market Fund may be invested in short-term United States Treasury debt securities. A participant may direct the investment of employee contributions and Company contributions allocated to the participant under the Investment Plan between the Diversified Investment Fund, the Fixed Income Fund, and the Money Market Fund in multiples of 5%. Note 2. General Provisions of the Plan (continued): Trustee and Investment of Trust Funds, (continued): Participants' interest in their contributions and earnings of the Trust Fund attributable thereto are fully vested and not subject to forfeiture. To the extent that a participant's interest in the Plan is attributable to contributions by the Participating Company, such interest will vest fully when the participant retires under the Plan, becomes disabled or dies. When a participant's employment terminates before retiring, becomes disabled or dies, the interest in the Company Contribution Account vests in increasing percentages over a 60 to 180 month period of service after which time the interest is fully vested. Additionally, any part of a participant's interest in the Plan which is not vested when participation ceases constitutes a forfeiture and as of January 1, 1991 reverts to the Company. Balances of participant accounts forfeited during the years ended December 31, 1994 and 1993 were $173,312 and $209,446, respectively. After the participant incurs a "One Year Break in Service," as defined in the Plan, such forfeitures revert to the Company. Note 3. Investments: Investments consist of the following: December 31, 1994 December 31, 1993 Fair Market Fair Market Value Cost Value Cost Short-term investments $ 7,218,882 $ 7,218,882 $ 3,247,930 $ 3,247,930 Corporate bonds 2,405,697 2,443,473 - - U.S. Government bonds 8,346,239 8,638,003 16,550,900 15,565,246 Common stocks 11,054,452 10,918,984 12,495,675 11,415,873 Common stock of Guy F. Atkinson Company of California 14,318,480 17,614,142 12,471,418 18,811,734 $43,343,750 $46,833,484 $44,765,923 $49,040,783 During 1994, the Plan's investments (including investments bought, sold, and held during the year) appreciated/ (depreciated) in value as follows: U.S. Government bonds $(1,499,046) Common stocks (520,080) Common stock of Guy F. Atkinson Company of California 2,502,478 $ 483,352 Note 4. Allocation to Investment Programs: The following represents the net assets as of December 31, 1994 and the changes in net assets for the year then ended by investment program: Investment Plan Trust Stock Diversified Fixed Money Plan Investment Income Market Total Trust Fund Fund Fund Additions: Contributions: Participants $ 1,888,310 $ 768,375 $ 961,466 $ 128,816 $ 29,653 Participating Company 980,788 578,955 341,678 48,283 11,872 2,869,098 1,347,330 1,303,144 177,099 41,525 Investment income: Dividend income 248,895 248,895 Interest income 1,189,171 2,096 965,040 203,156 18,879 Net appreciation/(depreciation) on investments 483,352 2,502,478 (1,760,129) (258,997) 1,921,418 2,504,574 (546,194) (55,841) 18,879 Total additions 4,790,516 3,851,904 756,950 121,258 60,404 Deductions: Benefits paid to participants 5,925,652 1,844,331 3,568,192 488,162 24,967 Administrative fees 266,169 19,461 224,563 21,430 715 Total deductions 6,191,821 1,863,792 3,431,709 621,730 274,590 Fund transfers - - (361,046) 112,138 248,908 Net assets available for benefits: Beginning of year 44,372,541 12,145,284 28,380,039 3,517,005 330,213 End of year $42,971,236 $14,133,396 $25,705,280 $3,016,533 $ 116,027 Number of employees under each investment program 411 392 162 49 Note 5. Prefunded Contributions: During 1988, the Company prefunded future Participating Company contributions to the Plan by a transfer of funds from the Company's terminated defined benefit plan. At December 31, 1994, the initial prefunding has been reduced to $115,394 by offsetting contributions due from the Participating Company. Note 6. Income Tax Status of the Plan: The Plan is designed to constitute a qualified plan under section 401(a) and 401(k) of the Internal Revenue Code and is therefore considered to be exempt from federal income taxes under section 501(a). A favorable determination letter has been received from the Internal Revenue Service relating to the Plan amendments through April 21, 1989. The income tax status of each participant with respect to their investment in the Plan is described in information submitted to them and generally such amounts are tax deferred until distribution. Note 7. Plan Termination: The Plan Agreement provides that in the event the Plan is terminated, no part of the Trust Fund shall revert to the Participating Company or be used for or diverted to purposes other than the exclusive purpose of providing benefits to participants and beneficiaries who have an interest in the Plan and of defraying the reasonable expenses of termination. Upon termination of the Plan or upon complete discontinuance of contributions under the Plan, the right of each participant to such Participant's Company Contribution Account shall be 100% vested and nonforfeitable. The right of each participant to the Participant's Employee Contribution Account shall at all times be 100% vested and nonforfeitable. Upon termination of the Plan, the Trust shall continue until the Trust Fund has been distributed as discussed in the Plan Agreement and Summary Plan Description. Note 8. Reconciliation of Financial Statements to Form 5500: Benefits paid to participants per financial statements $ 5,925,652 Add: Amounts allocated to withdrawing participants at December 31, 1994 786,989 Less: Amounts allocated to withdrawing participants at December 31, 1993 (1,216,362) Benefits paid to participants per Form 5500 $ 5,496,279 Net assets available for benefits per financial statement $42,971,236 Distribution payable 786,989 Net assets available for benefits per Form 5500 $42,184,247 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1994 Fair Number Market of Units Cost Value Short-Term Investments: Highmark U S Treasury $6,520,864 $ 6,520,864 $ 6,520,864 Highmark Diversified 88,205 88,205 88,205 Money Market Trust 609,813 609,813 609,813 7,218,882 7,218,882 Shares or Principal Amount Corporate Bonds: Bear Stearns Con 4.8%, 03/09/99 500,000 501,250 498,750 Federal Natl Mtg Assn 300,000 323,250 314,718 Goldman Sachs Group 6.75%, 04/20/2000 400,000 380,888 389,000 McDonnell Douglas Fin 9.3%, 09/11/2002 450,000 457,304 450,104 Student Ln Marketing Assn 500,000 500,000 500,000 Washington Mut Inc 15,000 280,781 253,125 2,443,473 2,405,697 U.S. Government Bonds: United States Treasury Bills 500,000 492,456 492,360 United States Treasury Notes 4.25% 1/31/95 720,000 720,788 719,302 United States Treasury Notes 4.75% 10/31/98 100,000 92,031 89,875 United States Treasury Notes 5.125% 11/30/98 1,050,000 1,053,938 955,175 United States Treasury Notes 6.5% 09/30/96 1,675,000 1,669,218 1,644,649 United States Treasury Notes 7.125% 09/30/99 1,120,000 1,093,225 1,088,506 United States Treasury Notes 7.25% 08/15/2022 625,000 599,705 576,756 United States Treasury Notes 7.5% 11/15/2016 500,000 492,969 474,375 United States Treasury Notes 8.25% 07/15/98 1,000,000 1,041,956 1,011,880 United States Treasury Notes 8.875% 02/15/99 1,250,000 1,381,717 1,293,361 8,638,003 8,346,239 Stock, Common, preferred and foreign: ABT Bldg Prods Inc Com 8,000 213,000 112,000 Advanta Crop CI B 3,200 108,317 80,800 AMR Corp Del Com 1,000 57,151 53,250 Apache Corp Com 2,200 56,870 55,000 Automotive Inds Hlds 6,500 179,563 131,625 Avalon PPTYS Inc Com 2,800 65,667 64,400 Baker Hughes Inc Com 2,800 57,330 51,100 BMC Software Inc Com 5,600 238,245 318,500 British Pet PLC Amern (1) 700 55,698 55,913 Caremark Intl Inc Com 15,000 271,200 256,875 Cato Corp New Lc A 14,800 174,862 107,300 Chemical Bkg Corp Com 6,000 214,980 215,250 Citi Corp Com 7,200 285,098 297,900 ComCast Corp CI A 3,200 58,651 49,200 Conagra Inc Com 1,800 58 661 56,250 CBS Inc Com 725 39,745 40,056 CSX Corp Com 800 61,726 55,700 Dayton Hudson Corp Com 700 53,620 49,525 Dresser Inds Inc Com 3,600 83,385 67,950 Eastman Chem Co 1,200 61,920 60,600 Elsag Bailey Proc Automation N V Com (1) 7,600 156,408 187,150 Emphesys Fini Group Inc Com 8,900 198,703 282,575 Federal Home Ln Mtg Corp Com 5,300 228,572 267,650 Federal Natl Mtg Assn Com 1,500 98,867 109,313 Foundation Health Corp Com 3,200 109,056 99,200 Greenfield Insc Inc Del Com 11,000 221,375 264,000 Healthcare Compare Corp Com 2,000 40,644 68,250 Homedco Group Inc Com 2,800 92,050 105,350 Homestake Mng Co Com 4,100 85,269 70,213 IBM Corp Com 1,400 87,985 102,900 IBP Inc Com 2,000 59,200 60,500 Integrated Device Technology 5,000 116,027 148,125 Intel Corp Com 4,400 278,682 281,050 ISCO Sys Inc Com 9,900 213,557 347,738 JDN Realty Corp Com 7,000 152,810 140,000 JP Realty Inc Com 11,000 218,855 231,000 Keycorp New Com 3,900 118,775 97,500 KN Energy Inc Co. 5,300 122,949 125,875 Komag Inc Com 1,300 28,633 33,963 Life USA Hldg Inc Com New 10,200 112,838 73,950 Living Ctrs Amer Inc Com 10,000 264,300 333,750 McDonnell Douglas Corp Com 500 54,488 71,000 Medtronic Inc Com 1,100 45,170 61,188 Midlantic Corp Com 4,700 138,620 124,550 Morotola Inc Com 1,100 52,312 63,800 Musicland Stores Corp Com 7,000 127,177 63,000 Nabors Inds Inc Com 16,900 127,542 109,850 National Grypsum Co New Com 6,900 276,913 281,175 National Semiconductor Corp Com 11,000 207,589 214,500 Newbridge Networks Corp 5,800 168,418 221,850 Nordstrom Inc Com 1,300 59,352 54,600 NWNL Cos Inc Com 6,700 195,665 194,300 Octel Communications Corp 7,500 177,563 155,625 Om Group Inc Co 4,200 81,900 100,800 Omnicom Grp Inc Com 900 41,828 46,575 Paragon Trade Brands Inc Com 4,900 146,167 64,925 Phillips lectrs N V NY (1) 1,600 44,560 47,000 Premark Intl Inc Com 5,100 178,911 228,225 Price/Costco Inc Com 15,100 250,175 194,413 Protective Life Corp Com 3,500 149,705 170,188 Quanex Corp Com 7,500 149,875 171,563 Rival Co Com 7,500 155,313 131,250 Roosevelt Finl Group (2) 3,500 234,500 207,375 Scitex Ltd Ord (1) 5,400 121,019 89,775 SGS Thomson Microelectronics 7,100 154,993 161,525 Safeway Inc Com New 2,400 61,074 76,500 Scientific Atlanta Com 2,600 57,657 54,600 Stant Corp Com 9,300 142,738 137,175 Stewart & Stevenson Svcs 5,100 179,550 175,950 Telefonds De Mexico SA (1) 3,900 225,391 159,900 Trinity Inds Inc Com 5,200 171,495 163,800 Union Carbide Corp Com 2,900 91,456 85,188 US Robotics Inc Com 2,700 77,161 116,775 Vastar Res Inc Com 7,800 223,899 194,025 Vesta Ins Group Inc Com 11,000 241,280 313,500 Viacom Inc CI A 176 6,923 7,326 Viacom Inc CI B 1,333 49,310 54,320 Viacom Inc Variable Con Rt 2,200 3,025 2,475 VLSI Technology Inc Com 8,800 109,538 105,600 Warnaco Group Inc CI A 2,400 39,720 41,400 Warner Lambert Co Com 900 63,315 69,300 Weatherford Intl Inc Com 30,000 264,279 292,500 Whirlpool Corp Com 3,300 170,174 165,820 10,918,984 11,054,452 Common Stock of Guy F. Atkinson Company of California 1,431,848 17,614,142 14,318,480 Total Stock 28,533,126 25,372,932 Total Investment $46,833,484 $43,343,750 Note: 1 foreign stock 603,076 539,738 Note: 2 preferred stock 234,500 207,375