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
===================================================================================