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, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File number 0-3062 GUY F. ATKINSON COMPANY OF CALIFORNIA (Exact name of registrant as specified in its charter) STATE OF DELAWARE 94-1649018 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 1001 Bayhill Drive, San Bruno, California 94066 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 876-1000 Securities Registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.01 par value (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of January 31, 1996, the aggregate market value of the voting stock held by nonaffiliates of the registrant was $59,100,688 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, 1996 was 8,956,154. 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 18, 1996. 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 1995 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, 1995 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 28, 1996 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, 1995 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, 1995 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, 1995 is amended to add the following exhibits. Exhibit No. Description 24.1 Consent of Coopers & Lybrand dated June 28, 1996. 99.1 Financial Statements of the Atkinson Retirement Stock and Investment Plan for the fiscal year ended December 31, 1995 required by Form 11-K. Exhibit 24.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Guy F. Atkinson Company of California 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 28, 1996, on our audits of the financial statements and financial statement schedules of the Atkinson Retirement Stock and Investment Plan as of December 31, 1995 and 1994, and for the year ended December 31, 1995, which report is included in this Annual Report on Form 11-K. /s/ Coopers & Lybrand San Francisco, California June 28, 1996 Exhibit 99.1 GUY F. ATKINSON COMPANY OF CALIFORNIA ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 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 SCHEDULE as of December 31, 1995 and 1994 and for the year ended December 31, 1995 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN FINANCIAL STATEMENTS AND SCHEDULES C O N T E N T S Pages Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Benefits, December 31, 1995 and 1994 3 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1995 4 Notes to Financial Statements 5-12 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1995 13-14 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, 1995 and 1994, and the related statement of changes in net assets available for benefits for the year ended December 31, 1995. 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, 1995 and 1994, and the changes in net assets available for benefits for the year ended December 31, 1995 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes and Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. San Francisco, California June 7, 1996 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN Statements of Net Assets Available for Benefits December 31, 1995 and 1994 ASSETS 1995 1994 Investments at fair value $44,527,242 $43,343,750 Receivables: Participant contributions 94,360 --- Participating Company contributions 188,562 --- Accrued interest and dividends 190,590 230,235 Due from brokers 6,024,821 --- ----------- ----------- Total assets 51,025,575 43,573,985 ----------- ----------- LIABILITIES Due to brokers 5,086 487,355 Prefunded contributions received from Participating Company --- 115,394 ----------- ----------- Total liabilities 5,086 602,749 ----------- ----------- Net assets available for benefits $51,020,489 $42,971,236 =========== =========== The accompanying notes are an integral part of these financial statements Page 3 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1995 Additions to net assets attributed to: Contributions: Participants $1,784,701 Participating Company 1,003,952 ----------- 2,788,653 =========== Investment income: Dividend income 3,114,482 Interest income 1,080,481 Net appreciation in fair value of investments 5,315,465 ----------- 9,510,428 =========== Miscellaneous receipts 2,170 ----------- Total additions 12,301,251 ----------- Deductions from net assets attributed to: Benefits paid to participants 3,927,977 Administrative fees 304,245 Miscellaneous expenses 19,776 ----------- Total deductions 4,251,998 ----------- Net increase 8,049,253 Beginning of period 42,971,236 ----------- End of period $51,020,489 =========== The accompanying notes are an integral part of these financial statements Page 4 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS Note 1: Description of the Plan The following description of the Atkinson Retirement Stock and Investment Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General On December 1, 1987, the Atkinson Retirement Investment Plan (the Investment Plan) was merged into the Atkinson Retirement Stock Plan (the Stock Plan) and renamed the Atkinson Retirement Stock and Investment Plan (the Plan). The Plan is a defined contribution plan consisting of two components: the "Stock Plan", which is a continuation of the Atkinson Retirement Stock Plan; and the "Investment Plan" which is a continuation of the Atkinson Retirement Investment Plan. The purpose of the Plan is to provide participants with retirement benefits through a program of regular savings by participants and contributions by the Participating Company. The term Participating Company means Guy F. Atkinson Company (the Company), any Subsidiary, and any partnership (including joint ventures) of which the Company or a Subsidiary is the managing partner, provided that such Subsidiary or such partnership is designated as a Participating Company by the Company and has accepted such designation by adopting the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Participation in the Plan Participation in the Plan is voluntary. Any person who is employed by a Participating Company on a salaried basis and certain non-union hourly employees are eligible to participate in the Plan following the completion of one year of service. Contributions 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 Page 5 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS Note 1: Description of the Plan, continued 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. Contributions are subject to certain limitations. For each Plan year, the Participating Company is required to make Stock and Investment Plan contributions out of current or accumulated earnings in an amount matching the participant's total basic deferred contributions to the Plan for the 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 the stock of Guy F. Atkinson Company of California acquired through brokers at fair market value. The trustee is also authorized at its sole discretion to invest assets of the Stock Plan Trust in United States government obligations, bank savings accounts or certificates of deposit, treasury bills and similar investments. Investment Options 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 Participating 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%. Page 6 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS Note 1: Description of the Plan, continued Vesting and Payment of Benefits Participants' interest in their contributions and earnings of the Trust Fund attributable thereto are fully vested and not subject to forfeiture. To the extent that a participant's interest in the Plan is attributable to contributions by the Participating Company, such interest will vest fully when the participant retires under the Plan, becomes disabled, or dies. When a participant's employment terminates before retiring, becomes disabled or dies, the interest in the Company Contribution account begins vesting after one year of service, and thereafter vests ratably over the ensuing six years after which time the interest is fully vested. Forfeited Accounts The interest of a participant who has not vested and who has incurred a "One Year Break in Service," as defined in the Plan, is considered forfeited and reverts to the Company. Balances of participant accounts forfeited during the years ended December 31, 1995 and 1994 were $104,483 and $173,312, respectively. Note 2: Summary of Significant Accounting Policies Basis of Accounting In accordance with the Employee Retirement Income Security Act of 1974 (ERISA) the financial statements of the Plan are prepared under the accrual basis of accounting and in conformity with generally accepted accounting principles. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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. Page 7 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS Note 2: Summary of Significant Accounting Policies, continued The Plan presents in the Statement of Changes in Net Assets the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains and losses and the unrealized appreciation (depreciation) on those investments. Purchases and sales of securities are recorded on a trade-date basis. Gain or loss on sales of securities is based on average cost. Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned on an accrual basis. Contributions Contributions from the Participating Company are accrued in the period when earned. Payment of Benefits Benefits are recorded when paid. Plan Expenses Trustee, audit, legal, and investment management fees are paid by the Plan. All other expenses related to the operation and administration of the Plan are paid by the Company. Page 8 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS Note 3: Investments Investments consist of the following: December 31, 1995 December 31, 1994 Fair Fair Market Value Cost Market Value Cost ------------ ---- ------------ ---- Short-term investments $17,523,732 $17,523,732 $ 7,218,882 $ 7,218,882 Corporate bonds --- --- 2,405,697 2,443,473 U.S. Government bonds 9,129,130 8,697,444 8,346,239 8,638,003 Common stocks 1,450,610 1,196,565 11,054,452 10,918,984 Common stock of Guy F. Atkinson Company of California 16,423,770 19,727,577 14,318,480 17,614,142 ----------- ----------- ----------- ----------- $44,527,242 $47,145,318 $43,343,750 $46,833,484 =========== =========== =========== ============ During 1995, the Plan's investments (including investments bought, sold, and held during the year) appreciated/(depreciated) in value as follows: U.S. Government bonds $ 875,408 Common stocks 4,580,500 Common stock of Guy F. Atkinson Company of California (140,443) ---------- $5,315,465 ========== Page 9 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS Note 4: Allocation to Investment Programs The following represents the net assets as of December 31, 1995 and the changes in net assets for the year then ended by investment fund: Investment Plan Trust -------------------------------- Stock Diversified Fixed Money Plan Investment Income Market Total Trust Fund Fund Fund ----- ----- ----------- ------ ------ Additions: Contributions: Participants $ 1,784,701 $ 721,391 $ 912,791 $ 113,257 $ 37,262 Participating Company 1,003,952 596,050 345,172 47,264 15,466 ----------- ----------- ----------- ---------- -------- 2,788,653 1,317,441 1,257,963 160,521 52,728 ----------- ----------- ----------- ---------- -------- Investment Income: Dividend income 3,114,482 2,869,402 245,080 Interest income 1,080,481 66,489 735,404 226,363 52,225 Net appreciation/ (depreciation) on investments 5,315,465 (138,309) 5,275,852 177,922 --- ----------- ----------- ----------- ---------- -------- 9,510,428 2,797,582 6,256,336 404,285 52,225 ----------- ----------- ----------- ---------- -------- Miscellaneous receipts 2,170 --- 2,170 --- --- ----------- ----------- ----------- ---------- -------- Total additions 12,301,251 4,115,023 7,516,469 564,806 104,953 ----------- ----------- ----------- ---------- -------- Deductions: Benefits paid to participants 3,927,977 1,432,655 1,859,183 335,429 300,710 Administrative fees 304,245 29,865 249,652 22,998 1,730 Miscellaneous expenses 19,776 5,917 12,289 1,325 245 ----------- ----------- ----------- ---------- -------- Total deductions 4,251,998 1,468,437 2,121,124 359,752 302,685 ----------- ----------- ----------- ---------- -------- Fund Transfers --- --- (938,592) 29,625 908,967 ----------- ----------- ----------- ---------- -------- Net assets available for benefits: Beginning of year 42,971,236 14,133,396 25,705,280 3,016,533 116,027 ----------- ----------- ----------- ---------- -------- End of year $51,020,489 $16,779,982 $30,162,033 $3,251,212 $827,262 =========== =========== =========== ========== ======== Page 10 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS Note 5: Income Tax Status of the Plan The Internal Revenue Service has determined, and informed the Company by letter dated January 23, 1990, that the Plan is designed in accordance with sections 401(a) and 401(k) of the Internal Revenue Code (IRC) and is therefore considered to be exempt from federal income taxes under section 501(a). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Note 6: Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the Provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. Page 11 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS Note 7: Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31: 1995 1994 ---- ---- Net assets available for benefits per the financial statements $51,020,489 $42,971,236 Amounts allocated to withdrawing participants 5,355 786,989 ----------- ----------- Net assets available for benefits per the Form 5500 $51,015,134 $42,184,247 =========== =========== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ending December 31, 1995: Benefits paid to participants per the financial statements $ 3,927,977 Add: Amounts allocated to withdrawing participants at December 31, 1995 5,355 Less: Amounts allocated to withdrawing participants at December 31, 1994 (786,989) ----------- Benefits paid to participants per the Form 5500 $ 3,146,343 =========== Page 12 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES as of December 31, 1995 (c) Description of invest- (a) (b) Identity of issue, ment including maturity date, borrower, lessor or rate of interest collateral, (e) Current similar party par, or maturity value (d) Cost Value - --------------------------------------------------------------------------------------- Short-Term Investment Funds: * The Bank of California Highmark Diversified ND $ 40,317 $ 40,317 * The Bank of California Highmark US Treasury ND 159,295 159,295 * The Bank of California Highmark US Treasury NR 17,141,423 27,141,423 * The Bank of California Capital Preservation Fund 380 380 * The Bank of California SEI Cash Plus TR Prime 182,317 182,317 ----------- ----------- 17,523,732 17,523,732 =========== =========== US Government Notes and Bonds: Interest Maturity Principal Rate Date Amount United States Treasury Notes 5.875% 05/31/1996 215,000 214,462 215,537 United States Treasury Notes 6.125% 07/31/1996 610,000 612,287 613,050 United States Treasury Notes 6.75% 06/30/1999 1,190,000 1,219,896 1,244,300 United States Treasury Notes 6.875% 03/31/2000 650,000 655,484 686,562 United States Treasury Notes 7.50% 11/15/2016 500,000 492,969 585,780 United States Treasury Bonds 7.50% 11/15/2001 300,000 319,969 330,564 United States Treasury Notes 8.75% 05/15/2020 230,000 297,778 307,770 United States Treasury Notes 8.875% 02/15/1999 1,250,000 1,381,719 1,377,351 United States Treasury Bonds 10.75% 08/15/2005 450,000 597,701 617,764 United States Treasury Bonds 12.00% 08/15/2013 1,415,000 1,961,530 2,181,760 - ------------------------------------------------------------------------------------ 7,753,795 8,160,438 - ------------------------------------------------------------------------------------ US Treasury Bills United States Treasury Bills 05/02/1996 560,000 546,714 546,714 - ------------------------------------------------------------------------------------ US Government Obligations Federal Home Ln Mtg Corp 7.14% 07/31/2002 300,000 300,375 311,625 United States Treas Sec 11/15/2009 250,000 96,560 110,353 - ------------------------------------------------------------------------------------ 396,935 421,978 - ------------------------------------------------------------------------------------ Total US Government Obligations 8,697,444 9,129,130 - ------------------------------------------------------------------------------------ * Represents a party in interest to the Plan Page 13 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES as of December 31, 1995 (c) Description of invest- (a) (b) Identity of issue, ment including maturity date, borrower, lessor or rate of interest collateral, (e) Current similar party par, or maturity value (d) Cost Value - --------------------------------------------------------------------------------------- Allstate Corp Com Common Stock 927 26,022 38,123 American Home Prods Corp Com Common Stock 1,000 75,985 97,000 Baker Hughes Inc Com Common Stock 2,800 57,330 68,250 Baxter Intl Inc Com Common Stock 3,100 100,760 129,812 British Pete Plc Amern Common Stock 1,000 79,359 102,125 Castle & Cooke Inc New Com Common Stock 400 1 6,700 Dole Food Inc Com Common Stock 1,200 39,270 42,000 Du Pont E I De Nemours & Co Common Stock 1,000 59,619 69,875 Eaton Corp Com Common Stock 1,700 88,848 91,162 First Brands Corp Com Common Stock 900 40,590 42,863 International Business Machs Common Stock 1,600 124,136 146,200 Kerr McGee Corp Com Common Stock 700 37,197 44,450 Occidental Pete Corp Com Common Stock 2,900 65,555 61,988 Philip Morris Cos Inc. Com Common Stock 2,100 159,899 189,525 Sara Lee Corp Com Common Stock 2,100 63,210 67,200 Sears Roebuck & Co Com Common Stock 1,000 30,316 39,000 Sonat Offshore Drilling Inc Common Stock 1,500 42,860 67,125 United Technologies Corp Com Common Stock 2,100 47,648 66,412 Western Atlas Inc Com Common Stock 1,600 57,960 80,800 - ----------------------------------------------------------------------------------- 1,196,565 1,450,610 - ----------------------------------------------------------------------------------- Guy F. Atkinson Company of California Common Stock 1,642,377 19,727,577 16,423,770 - ----------------------------------------------------------------------------------- $47,145,318 $44,527,242 ===================================================================================