SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Rule 14a-12
KIEWIT MATERIALS COMPANY
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11*:
---------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:_____________________________________________
2) Form, Schedule or Registration Statement No.: ______________________
3) Filing party: ______________________________________________________
4) Date filed: ________________________________________________________
- ----------------------
*Set forth the amount on which the filing fee is calculated and state how it
was determined.
April 26, 2001
Dear Kiewit Materials Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Kiewit Materials Company (the "Corporation") to be held at 10:00 a.m. on
Friday, June 15, 2001, at Kiewit Plaza, Omaha, Nebraska 68131.
Information concerning the matters to be considered and voted upon at the
Annual Meeting is set forth in the attached Notice of Annual Meeting and Proxy
Statement. The Corporation's 2000 Annual Report on Form 10-K is also enclosed
for your review and information.
It is important that your shares be represented at the Annual Meeting
regardless of the number of shares that you hold. Therefore, whether or not
you plan to attend the Annual Meeting, please sign, date and return your Proxy
as soon as possible in the envelope that has been provided. The execution and
delivery of a Proxy will not prevent you from voting your shares in person if
you subsequently choose to attend the Annual Meeting.
Sincerely,
/s/ Kenneth E. Stinson
------------------------
Kenneth E. Stinson
Chairman of the Board
KIEWIT MATERIALS COMPANY
Kiewit Plaza
Omaha, Nebraska 68131
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Friday, June 15, 2001
To the Stockholders of Kiewit Materials Company:
The Annual Meeting of Stockholders ("Annual Meeting") of Kiewit Materials
Company, a Delaware corporation (the "Corporation"), will be held at Kiewit
Plaza, Omaha, Nebraska 68131 at 10:00 a.m. on Friday, June 15, 2001 for the
following purposes:
1. To elect three (3) Class I directors to hold office as specified
in the attached Proxy Statement; and
2. To transact such other business as may properly come before the
Annual Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on April 26, 2001
(the "Record Date") as the record date for the determination of the holders of
Common Stock entitled to notice of, and to vote at, the Annual Meeting.
Accordingly, only holders of record of Common Stock at the close of business
on the Record Date will be entitled to notice of and to vote at the Annual
Meeting and any adjournment or postponement thereof. No business other than
the election of directors is expected to be considered at the Annual Meeting
or at any adjournment or postponement thereof. This Notice, the Proxy
Statement, the accompanying form of Proxy and the Corporation's annual report
on Form 10-K for the fiscal year ended December 31, 2000 are first being
mailed to Stockholders on or about May 4, 2001.
The matters to be considered at the Annual Meeting are more fully
described in the accompanying Proxy Statement.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. TO
ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, HOWEVER, YOU ARE URGED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. A
POSTAGE PREPAID ENVELOPE IS ENCLOSED FOR THAT PURPOSE. ANY STOCKHOLDER
ATTENDING THE ANNUAL MEETING MAY VOTE IN PERSON EVEN IF THAT STOCKHOLDER HAS
RETURNED A PROXY.
By Order of the Board of Directors
/s/Kenneth E. Stinson
- ----------------------
Kenneth E. Stinson
Chairman of the Board
April 26, 2001
KIEWIT MATERIALS COMPANY
Kiewit Plaza
Omaha, Nebraska 68131
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held Friday, June 15, 2001
THE MEETING; VOTING AND SOLICITATION
Date, Time and Place of the Annual Meeting
The annual meeting ("Annual Meeting") of the holders (the "Stockholders")
of the $0.01 par value common stock ("Common Stock") of Kiewit Materials
Company, a Delaware corporation (the "Corporation"), will be held on Friday,
June 15, 2001, at 10:00 a.m. local time, at Kiewit Plaza, Omaha, Nebraska
68131.
Purpose of the Annual Meeting
This Proxy Statement ("Proxy Statement") is being furnished to
Stockholders in connection with the solicitation of proxies on behalf of the
Board of Directors of the Corporation (the "Board") to be voted at the Annual
Meeting, or any adjournment or postponement thereof, for the purpose of
considering the following matters: (a) to elect three (3) Class I directors to
hold office as specified herein; and (b) to transact such other business as
may properly come before the Annual Meeting.
Date of Provision of Proxy Statement
This Proxy Statement, the Notice of Annual Meeting, the accompanying
Proxy and the Corporation's annual report on Form 10-K for the fiscal year
ended December 31, 2000 are first being mailed to Stockholders on or about May
4, 2001.
Annual Meeting Record Date
As of April 26, 2001, the record date for the determination of persons
entitled to vote at the Annual Meeting (the "Record Date"), there were
36,279,655 shares of Common Stock outstanding.
Voting
Each share of Common Stock is entitled to one vote on each matter to be
voted upon by the Stockholders at the Annual Meeting. The approval of a
plurality of the shares of Common Stock present in person or by proxy at the
Annual Meeting and entitled to vote is required to elect the nominees as
directors.
Stockholders can vote on matters presented at the Annual Meeting by
either voting in person or by signing, dating and returning the enclosed
proxy. In the election of directors, the enclosed proxy may be marked for the
election of all, some, or none of the nominees for director.
The presence, in person or by proxy, of the holders of a majority of the
issued and outstanding shares of Common Stock entitled to vote as of the
Record Date is required to constitute a quorum at the Annual Meeting. Under
applicable Delaware law, abstentions and "non-votes" (that is, proxies from
brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote
shares as to a matter with respect to which the brokers or nominees do not
have discretionary power to vote) will be treated as present for purposes of
determining the presence of a quorum at the Annual Meeting. If a quorum should
not be present, then the Annual Meeting may be adjourned from time to time
until the necessary quorum is obtained.
Proxies
All shares of Common Stock represented by properly executed proxies,
which are returned and not revoked, will be voted in accordance with the
instructions, if any, given therein. If no instructions are provided in a
proxy, it will be voted FOR the Board's nominees for director, and in
accordance with the proxy-holders' best judgment as to any other business
raised at the Annual Meeting.
Any Stockholder who delivers a proxy may revoke it at any time before it
is voted by delivering to the Secretary of the Corporation a written statement
revoking the proxy, by executing and delivering a later dated proxy, or by
voting in person at the Annual Meeting.
Solicitation Costs
The Corporation will bear its own cost of solicitation of proxies. In
addition to the use of the mails, proxies may be solicited by certain
directors, officers and other employees of the Corporation, not specially
employed for the purpose, by personal interview, telephone, telegram or e-
mail. Such directors, officers and employees will not receive additional
compensation for such solicitation, but may be reimbursed for out-of-pocket
expenses incurred in connection therewith.
EXPLANATORY NOTE
On September 30, 2000, Peter Kiewit Sons', Inc. (the former parent
company of the Corporation) ("PKS") distributed 32,288,840 shares of Common
Stock of the Corporation, representing all of the shares of Common Stock it
then held, to PKS stockholders of record on September 15, 2000, in a spin-off
intended to be tax free for U.S. federal income tax purposes (the "Spin-Off").
PKS distributed the Common Stock as a dividend to its stockholders on a pro
rata basis with each PKS stockholder receiving one share of Common Stock for
each share of PKS common stock that stockholder held on that record date.
Prior to the Spin-Off, PKS offered PKS stockholders who were then
employees of the Corporation the opportunity to exchange their shares of PKS
common stock for shares of Common Stock with an equal aggregate formula price.
In the share exchange, employees of the Corporation collectively exchanged
1,081,226 shares of their PKS common stock, representing 100% of the shares of
PKS common stock collectively owned by them and 3.24% of the total issued and
outstanding PKS common stock on September 14, 2000. For each PKS share
tendered, employees of the Corporation received 2.85 shares of Common Stock.
Employees of the Corporation who participated in the share exchange
collectively received 3,081,646 shares of Common Stock, representing 8.48% of
the issued and outstanding shares of Common Stock on September 15, 2000.
Prior to the Spin-Off and concurrently with the share exchange, PKS
offered holders of its outstanding convertible debentures the opportunity to
exchange their PKS debentures for: (i) debentures of the Corporation
convertible into shares of Common Stock, or (ii) both shares of Common Stock
and new reduced principal amount PKS debentures convertible into shares of PKS
common stock. In the debenture exchange, PKS debentureholders collectively
exchanged $13,095,000 principal amount outstanding PKS debentures for: (i)
$670,000 principal amount convertible debentures of the Corporation, and (ii)
both 973,383 shares of Common Stock and $5,475,045 principal amount new PKS
debentures.
DIRECTOR NOMINEES
The Board is divided into three (3) classes, designated Class I, Class II
and Class III, with each class consisting, as nearly as possible, of one-third
of the total number of directors constituting the Board. At each annual
meeting, successors to the class of directors whose term expires at that annual
meeting will be elected for three-year terms. The terms of the current Class I
Directors terminate on the date of the 2001 Annual Meeting. The Board has
determined that three (3) Class I directors are to be elected to the Board at
the 2001 Annual Meeting. All the nominees are current Class I directors of the
Corporation. Each nominee has agreed to serve as a director, if elected. Class
I directors will be elected to serve for a three-year term until their
successors are duly elected and qualified. If any nominee shall, prior to the
Annual Meeting, become unavailable for election as a director, the persons
named in the proxy will vote for that nominee, if any, in their discretion as
may be recommended by the Board, or the Board may reduce the number of
directors to eliminate the vacancy.
Class I Directors to be Elected at the 2001 Annual Meeting
Name Business Experience Age
- ---- ------------------- ---
Bruce E. Grewcock Mr. Grewcock has been a director 47
of the Corporation since February 2,
1999. Mr. Grewcock has been President
and Chief Operating Officer of PKS since
December 2000 and was Executive Vice
President of PKS from August 1997 to
December 2000. Mr. Grewcock was
the President of Kiewit Western Co., a
PKS subsidiary, from July 1997 to July 1999.
Mr. Grewcock was an Executive Vice President
of Kiewit Construction Group Inc., a PKS
subsidiary, from July 1996 to June 1998
and President of Kiewit Mining Group Inc.,
a PKS subsidiary, from January 1992 to
July 1996. Mr. Grewcock is currently
also a director of PKS and Kinross Gold
Corporation. Mr. Grewcock is a member
of the Executive Committee and the
Compensation Committee of the Corporation.
William L. Grewcock Mr. Grewcock has been a director of the 75
Corporation since January 1, 2000. Mr.
Grewcock was Vice Chairman of Level 3
Communications, Inc. for more than five
years prior to April 1998. Mr. Grewcock
is currently also a director of PKS and
Level 3 Communications. Mr. Grewcock is
a member of the Audit Committee of the
Corporation.
Walter Scott, Jr. Mr. Scott has been a director of the 69
Corporation since January 1, 2000. Mr.
Scott has been the Chairman Emeritus of
PKS since August 1997 and has been the
Chairman of the Board of Level 3
Communications for more than the last
five years. Mr. Scott was the Chief
Executive Officer of Level 3
Communications for more than five years
prior to August 1997. Mr. Scott is
currently also a director of Berkshire
Hathaway Inc., Burlington Resources Inc.,
MidAmerican Energy Holding Co., ConAgra Foods,
Inc., Commonwealth Telephone Enterprises, Inc.,
RCN Corporation, PKS, Valmont Industries, Inc. and
Level 3 Communications. Mr. Scott is a member
of the Compensation Committee of the Corporation.
The Board unanimously recommends a vote FOR the nominees identified above.
Class II Directors Whose Terms Expire at the 2002 Annual Meeting
Name Business Experience Age
- ---- ------------------- ----
Richard W. Colf Mr. Colf has been a director of the 57
Corporation since January 1, 2000.
Mr. Colf has been an Executive Vice
President of PKS since July 1998.
Mr. Colf has been an Executive Vice
President of Kiewit Pacific Co., a PKS
subsidiary, since September 1998, was
a Senior Vice President of Kiewit Pacific
from October 1995 to September 1998 and
was a Vice President of Kiewit Pacific
for more than five years prior to October
1995. Mr. Colf is currently also a director
of PKS. Mr. Colf is a member of the Audit
Committee of the Corporation
Richard Geary Mr. Geary has been a director of the 66
Corporation since January 1, 2000.
Mr. Geary was an Executive Vice President
of PKS from August 1997 to July 1998.
Mr. Geary was an Executive Vice President
of Kiewit Construction Group and President
of Kiewit Pacific for more than five years
prior to August 1997. Mr. Geary is currently
also a director of PKS, and serves on the
board of directors of Stancorp Financial
Group, David Evans & Associates and Today's
Bank, and is a trustee of the Oregon Health
Sciences University Foundation. Mr. Geary
is the Chairman of the Audit Committee of the
Corporation.
James Goodwin Mr. Goodwin has been a director of the 45
Corporation since April 1, 2000. Mr. Goodwin
has been a private investor and financial
advisor since February 1998. Mr. Goodwin was
a Managing Director at Gleacher NatWest, Inc.
for more than five years prior to February 1998.
Mr. Goodwin is also a director of Champps
Entertainment, Inc. Mr. Goodwin is a member of
the Compensation Committee of the Corporation
Class III Directors Whose Terms Expire at the 2003 Annual Meeting
Name Business Experience Age
- ---- ------------------- ----
Christopher J. Murphy Mr. Murphy has been a director and the 46
Chief Executive Officer of the Corporation
since January 1, 2000. Mr. Murphy has been
the President of the Corporation since February
2, 1999. Mr. Murphy was the President of Kiewit
Mining Group from July 1996 through September
2000 and was Vice President of Kiewit Mining
Group from October 1995 to July 1996. Mr.
Murphy has been the President of United Metro
Materials, Inc., a subsidiary of the Corporation,
since July 1996, and was Senior Vice President
of United Metro Materials from August 1994 to
July 1996. Mr. Murphy is the Chairman of the
Executive Committee of the Corporation.
Kenneth E. Stinson Mr. Stinson has been a director and Chairman 58
of the Corporation since January 1, 2000. Mr.
Stinson has been Chairman and Chief Executive
Officer of PKS since March 1998 and was President
of PKS from August 1997 to December 2000. Mr.
Stinson has been the Chairman and Chief Executive
Officer of Kiewit Construction Group for more than
the last five years. Mr. Stinson was Executive
Vice President of Level 3 Communications from June
1991 to August 1997. Mr. Stinson is currently also
a director of ConAgra Foods, Inc., Valmont
Industries, Inc., PKS and Level 3 Communications.
Mr. Stinson is a member of the Executive Committee
and is the Chairman of the Compensation Committee of
the Corporation.
INFORMATION ABOUT THE BOARD OF DIRECTORS
Committees
The Board has an Audit Committee, a Compensation Committee and an
Executive Committee.
The Audit Committee recommends the selection of and reviews the services
provided by the Corporation's independent auditors, consults with the
independent auditors and reviews the need for internal auditing procedures and
the adequacy of internal controls and reports and makes recommendations to the
full Board. The current Audit Committee members are Messrs. Geary (Chairman),
Colf and William Grewcock, none of whom are considered independent according to
Section 303.01(B)(2)(a) and (3) of the New York Stock Exchange listing
standards. The audit committee had one formal meeting in 2000.
The Compensation Committee determines the compensation of the Chief
Executive Officer, recommends the compensation of the Corporation's key
management and personnel and recommends securities ownership and other
benefits. The current Compensation Committee members are Messrs. Stinson
(Chairman), Goodwin, Bruce Grewcock and Scott. The Compensation Committee had
two formal meetings in 2000.
The Executive Committee exercises, to the maximum extent permitted by
law, all powers of the Board between Board meetings, except those functions
assigned to specific committees. The current Executive Committee members are
Messrs. Murphy (Chairman), Bruce Grewcock and Stinson. In 2000, the Executive
Committee acted by written consent in lieu of a meeting on five occasions.
The Corporation does not have a nominating committee. The Restated
Certificate of Incorporation of the Corporation ("Certificate") provides that
nominations of persons for election to the Board may be made at any annual
meeting of Stockholders or at any special meeting of Stockholders called for
the purpose of electing directors, (a) by or at the direction of the incumbent
Board (or any duly authorized committee thereof), or (b) by any Stockholder who
complies with the provisions of the Certificate for the nomination of
directors. On April 26, 2001, the incumbent Directors nominated the slate
listed on page 3 of this Proxy Statement.
In 2000, the Board had four formal meetings and acted by written consent
in lieu of a meeting on ten occasions. In 2000, no director attended less than
75% of the aggregate of the total number of meetings of the Board and the
committees of which he was a member.
Director Compensation
Directors who are employees of the Corporation or its subsidiaries do not
receive directors' fees. Commencing in 2001, non-employee directors will
receive annual directors' fees of $35,000, payable in shares of Common Stock.
For 2000, the directors' fee was $17,500, payable in shares of Common Stock.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table presents information regarding the compensation paid
by the Corporation to its Chief Executive Officer and each of the
Corporation's four other most highly compensated executive officers for the
fiscal year ended December 31, 2000 (the "Named Executive Officers"). Prior to
the Spin-Off that occurred on September 30, 2000, the compensation for such
persons was paid by PKS. The Corporation does not maintain plans under which
options, stock appreciation rights, restricted stock awards, long-term
incentive compensation, profit sharing, or pension benefits were granted to
its Named Executive Officers.
Annual Compensation
---------------------------------
Name and Principal Position Year Salary ($) Bonus ($) Other ($)
- --------------------------- ---- --------- --------- ---------
Christopher J. Murphy 2000 251,650 300,000 (1)
President and Chief 1999 185,700 150,000 (1)
Executive Officer
Donald E. Bowman 2000 134,322 (2) -- 33,710 (3)
Vice President and Chief 1999 -- -- --
Financial Officer
Daniel W. Speck 2000 140,250 80,000 (1)
Vice President 1999 117,650 30,000 (1)
John J. Shaffer 2000 161,700 -- --
Vice President 1999 138,312 111,754 --
Mark E. Belmont 2000 146,725 13,500 --
Vice President, General 1999 134,875 13,000 --
Counsel and Secretary
(1) Other annual compensation in the form of perquisites and other personal
benefits has been omitted because the aggregate amount of such perquisites
and other personal benefits was less than $50,000 and constituted less
than 10% of the executive's total annual salary and bonus.
(2) Mr. Bowman's employment with the Corporation commenced on April 24, 2000
and his salary reflects compensation received from April 24, 2000 through
December 31, 2000.
(3) Represents reimbursement of relocation expenses.
Certain Relationships and Related Transactions
In connection with the Spin-Off, the Corporation and PKS entered into
various agreements intended to implement the Spin-Off, including a separation
agreement and a tax sharing agreement, pursuant to which the parties allocated
certain liabilities associated with their respective businesses and the costs
and other liabilities related to the Spin-Off. The separation agreement
contains, among other things, short-term arrangements relating to the lease of
office space by PKS to the Corporation and the provision of administrative
services by PKS to the Corporation. The tax sharing agreement generally
defines the Corporation's and PKS' rights and obligations with respect to tax
matters for periods ending prior to the Spin-Off.
The Corporation and PKS are parties to an administrative services
agreement pursuant to which PKS provides to the Corporation certain
administrative and related services. The Corporation was obligated to pay PKS
approximately $657,047 in connection with the services provided during 2000
pursuant to such agreement. The Corporation paid PKS this amount in 2001.
Messrs. Colf, Bruce E. Grewcock, and Stinson, who are directors of the
Corporation, are executive officers and directors of PKS.
Bruce E. Grewcock is the son of William L. Grewcock.
Performance Graph
The Common Stock is not publicly traded. The Corporation's Certificate
contains a formula pursuant to which the Common Stock is valued for purposes of
sales of Common Stock to employees and repurchases of Common Stock by the
Corporation. The formula price is calculated annually and is based on the
adjusted book value of the Corporation at the end of the previous year less the
amount of declared dividends during the current year. For presentation
purposes, the graph below compares the total return of the Common Stock for the
period commencing on September 30, 2000 (the date of the Spin-Off) and December
31, 2000 (the end of the Corporation's fiscal year) with the Russell 2000 Index
("Russell 2000") and the Wilshire Materials and Services Index ("Wilshire 5000
M&S") for the same period. The Russell 2000 is comprised of the publicly
traded stocks of the 2,000 smallest companies included in the Russell 3000
Index, which includes the publicly traded stocks of the 3,000 largest
companies. The Wilshire 5000 M&S is a market capitalization weighted index
comprised of the publicly traded stocks of approximately 1,600 companies in the
Materials and Services sector as defined by Wilshire Associates, Incorporated.
The Wilshire 5000 M&S is one of nine sectors that make up the Wilshire 5000.
Pursuant to the Certificate, for the period presented in the graph below,
the Common Stock was valued at the formula price determined by the
Certificate, at September 30, 2000 and at the end of its fiscal year on
December 31, 2000.
The graph assumes that the value of the investment was $100 on September
30, 2000.
COMPARISON OF THE TOTAL RETURN AMONG KIEWIT MATERIALS COMPANY, THE RUSSELL
2000 INDEX AND THE WILSHIRE MATERIALS AND SERVICES INDEX
[INSERT GRAPH]
9/30/00 12/31/00
------- --------
Kiewit Materials Company 100 110
Russell 2000 Index 100 93
Wilshire Materials and Services Index 100 83
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The table below shows information about the ownership of Common Stock as
of April 26, 2001, by the Corporation's directors, nominees for director, the
Named Executive Officers and each person who beneficially owns more than 5
percent of the Common Stock. The table also shows the ownership of Common Stock
by all of the directors and executive officers as a group as of such date.
Number of Shares
Name Beneficially Owned Percent of Shares
- --------------------- ------------------ -----------------
Kenneth E. Stinson (1) (2) 2,882,943 7.9%
Richard W. Colf 1,728,411 4.8%
Bruce E. Grewcock 991,255 2.7%
Christopher J. Murphy 848,954 2.3%
Richard Geary 720,231 2.0%
Walter Scott, Jr. 402,451 1.1%
Daniel W. Speck 223,130 *
Mark E. Belmont 50,641 *
John J. Shaffer 19,780 *
Donald E. Bowman 14,006 *
William L. Grewcock 10,643 *
James Goodwin 2,451 *
Directors and Executive Officers
As a Group (14 Individuals) (1) 7,969,660 22.0%
- --------------------------------
* Less than 1%
(1) Includes the 755,973 shares of Common Stock held in trusts, for which Mr.
Stinson is the trustee with sole voting and investment powers.
(2) Mr. Stinson's address is c/o Kiewit Plaza, Omaha, Nebraska 68131.
OTHER INFORMATION
Other Matters
It is not anticipated that any matters other than those described in this
Proxy Statement will be brought before the Annual Meeting. If any other
matters are presented, however, it is the intention of the persons named in
the proxy to vote the proxy in accordance with the discretion of the persons
named in the proxy.
Stockholder Proposals
Any proposal which a Stockholder wishes to have included in the proxy
material of the Corporation relating to the 2002 annual meeting must be
received by the Corporation by December 22, 2001. In addition, any proposal
which a Stockholder intends to present at the 2002 annual meeting must be
received by the Secretary of the Corporation on or before April 15, 2002 and
not before March 15, 2002. Such Stockholder must comply with the provisions
set forth in the Corporation's By-Laws (the "By-Laws"). The By-Laws specify
the information which must accompany such Stockholder notice, including the
provision of certain information with respect to any persons nominated for
election as directors and any information relating to the Stockholder that
would be required to be disclosed in a proxy statement. Details of the
provision of the By-Laws may be obtained by any Stockholder from the Secretary
of the Corporation. Any such proposals should be directed to the Secretary,
Kiewit Materials Company, Kiewit Plaza, Omaha, Nebraska 68131.
Audit Committee Report
The Board of Directors has adopted a written Audit Committee Charter, a
copy of which is included as Appendix A to this Proxy Statement.
The Audit Committee has reviewed and discussed the Corporation's audited
financial statements for the fiscal year ended December 31, 2000 with
management and with PricewaterhouseCoopers LLP ("PWC"), the Corporation's
independent auditors for 2000. The Audit Committee has discussed with PWC the
matters required to be discussed by Statement of Auditing Standards No. 61,
Communication with Audit Committees, as amended, by the Auditing Standards
Board of the American Institute of Certified Public Accountants.
The Audit Committee has received and reviewed the written disclosures
from PWC required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as amended, by the Independence Standards
Board, and has discussed PWC's independence with PWC. The Audit Committee has
considered whether the provision of non-audit services by PWC is compatible
with maintaining PWC's independence.
Based on the reviews and discussions referred to above, the Audit
Committee has recommended to the Board of Directors that the audited financial
statements referred to above be included in the Corporation's Annual Report on
Form 10-K for the year ended December 31, 2000 for filing with the Securities
and Exchange Commission.
Respectfully submitted,
Richard Geary, Chairman
Richard W. Colf
William L. Grewcock
Audit Fees, Financial Information Design and Implementation Fees and All Other
Fees
PricewaterhouseCoopers LLP ("PWC") has been selected by the Board as the
independent public accountants for the Corporation. Fees paid to PWC for the
last annual audit were approximately $54,743. The Corporation paid no fees to
PWC for financial information systems design and implementation. The
Corporation paid fees of approximately $147,699 to PWC for non-audit services
which generally included a logistics review at United Metro Materials.
Representatives of PWC are expected to be present at the Annual Meeting and
will have the opportunity to make a statement and to respond to appropriate
questions.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors, executive officers and persons who own more than 10%
of the Common Stock to file reports of ownership and changes in ownership with
the United States Securities and Exchange Commission ("SEC"). SEC Regulations
require the Corporation to identify anyone who filed a required report late
during the most recent fiscal year. The initial reports of ownership of
Common Stock for each of the Corporation's executive officers and directors
were required under SEC rules to be filed prior to the completion of the Spin-
Off. These initial reports were, instead, filed concurrently with the
completion of the Spin-Off. To the Corporation's knowledge, based solely on a
review of copies of Section 16 filings furnished to the Corporation by its
executive officers and directors, the executive officers and directors
complied with the other Section 16 reporting requirement in 2000.
Annual Report
The Corporation is mailing to each Stockholder, along with this Proxy
Statement, a copy of its annual report. The Corporation's annual report is its
Form 10-K for the fiscal year ending December 31, 2000, as filed with the SEC.
THE CORPORATION WILL FURNISH WITHOUT CHARGE UPON THE WRITTEN REQUEST OF A
STOCKHOLDER A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K, INCLUDING
THE FINANCIAL STATEMENTS, SCHEDULES, AND EXHIBITS, FILED WITH THE SEC. WRITTEN
REQUESTS SHOULD BE ADDRESSED TO THE SECRETARY, KIEWIT MATERIALS COMPANY, KIEWIT
PLAZA, OMAHA, NEBRASKA 68131.
KIEWIT MATERIALS COMPANY
April 26, 2001
Appendix A
KIEWIT MATERIALS COMPANY
AUDIT COMMITTEE CHARTER
PURPOSE
This charter defines the role of the Audit Committee (the "Committee") of the
Board of Directors (the "Board") of Kiewit Materials Company (the "Company").
It complements and is an extension of the Company's By-Laws. The Committee
assists the Board in accomplishing its oversight responsibilities with respect
to (i) review of the financial reporting process including information
provided to shareholders and filed with the Securities and Exchange Commission
("SEC"); (ii) the effectiveness of internal controls established by
management; (iii) the internal and external audit processes; and (iv) the
Company's compliance with laws, regulations and internal policies and
procedures.
ORGANIZATION
The Board appoints the members of the Committee annually. The Committee shall
consist of three members one of whom shall be appointed the Chairman of the
Committee. The Chairman is authorized to call special meetings of the
Committee. Telephonic meetings can be used to conduct the Committee's
business between regularly scheduled meetings. An agenda shall be distributed
at each meeting and minutes shall be maintained and distributed after the
meeting. The Committee shall regularly update the Board about activities of
the Committee. Members of the Committee shall be listed in the Company's
Proxy Statement. None of the members of the Committee shall be directly
involved in the supervision or management of the financial affairs of the
Company or any of its subsidiaries.
AUTHORITY
The Committee approves the appointment of the external auditors. It is also
empowered to replace the external auditors. The Committee and the external
auditors shall have an open and transparent relationship. Ultimately, the
external auditors are responsible to the Board through the Committee.
The responsibilities of the Committee are delineated below. It is a list of
the most essential responsibilities of the Committee. It is not intended to
limit the Committee's authority. In that regard, the Committee is granted the
authority to investigate any matter or activity involving financial accounting
or reporting, the Company's internal controls and the Company's compliance
with laws, regulations and internal policies and procedures. If necessary,
outside professionals may be employed to assist the Committee in its work.
It is not the duty of the Committee to plan or conduct audits. The Committee
does not determine that the Company's financial statements are complete,
accurate and in accordance with generally accepted accounting principles.
Management is responsible for preparing the Company's financial statements and
related regulatory filings. The external auditors are responsible for
auditing the Company's financial statements and regulatory filings. It is not
the duty nor responsibility of the Committee to conduct investigations or to
resolve any disagreements between management and the external auditors. The
Committee is not responsible to assure compliance with laws and regulations
and the Company's internal policies and procedures.
RESPONSIBILITIES
Review of Charter: On an annual basis, the Committee shall review and
reassess the adequacy of this Charter. The Committee shall consider new
regulations or changes to existing regulations issued by regulatory bodies,
developing best practices for Audit Committees and the particular requirements
of the Company. Proposed changes shall be discussed with the Board and
presented for the Board's approval.
Internal Control: The Committee shall monitor whether management is
setting the appropriate tone regarding the importance of internal controls.
The adequacy of the Company's internal controls shall be discussed with
management, internal auditors and the external auditors. The Committee shall
review with management how business risks are assessed by the Company and the
Company's plans to minimize those risks. The adequacy, security and
contingency plans related to computer systems shall be assessed. The
Committee shall determine if auditor recommendations, whether internal or
external, related to internal controls have been implemented.
Financial Reporting: The Committee shall review both the annual and
interim financial statements and regulatory filings, such as the Company's
Quarterly Report on Form 10-Q and the Company's Annual Report on Form 10-K
filed with the SEC. Discussions shall be held with management and the
external auditors regarding any significant accounting and reporting issues
including recent pronouncements by authoritative bodies. In discussions with
management and the external auditors, the Committee shall discuss the quality
as well as the acceptability of accounting principles used by the Company. In
addition, the Committee shall discuss the clarity of financial disclosures
with management and the external auditors.
Compliance with Laws and Regulations: The effectiveness of the Company's
systems used to detect non-compliance with laws and regulations shall be
discussed with management and, if appropriate, the external auditors and
outside legal counsel. The Committee shall determine that management's
resolution regarding any improprieties, irregularities or fraudulent acts has
been timely and effective. Any examinations or inquiries by regulatory bodies
shall be reviewed with management and, if appropriate, the external auditors.
At least annually, the Committee shall meet with the Company's General Counsel
concerning legal and regulatory matters that may have a material impact on the
Company's financial statements.
Internal Policies and Procedures: Any violations of internal policies
shall be reviewed with management. The Committee shall assess both the
timeliness and effectiveness of management's responses to policy violations.
In addition, the Committee shall monitor business practices of the Company as
set forth in the written policies of the Company, such as compliance with the
Company's written antitrust policy.
Internal Audits: The Committee shall review with management the
Company's annual internal audit plan. In addition, the Committee shall review
the findings shown in the internal audit reports and the follow-up actions by
management.
External Audits: The Committee shall meet with the external auditors and
review their proposed audit scope and audit plan and make recommendations as
appropriate. The proposed fees for audit services and non-audit services
shall be reviewed with management and the external auditors. The Committee
shall approve the appointment, retention and termination of the external
auditors. After the annual audit and regulatory filings with the SEC are
completed, the Committee shall review any recommendations or issues raised by
the external auditors as a result of their audit of the Company. The
Committee shall review management's response to any recommendations made or
issues raised by the external auditors. In addition, the Committee shall meet
separately with the external auditors to assess the quality of the people and
financial systems employed by the Company. In accordance with guidance
published by the Independence Standards Board, the Committee shall monitor the
external auditors' independence from management and the Company with regard to
services provided to the Company.
KIEWIT MATERIALS COMPANY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS, JUNE 15, 2001
PROXY
The undersigned holder of Common Stock of Kiewit Materials Company hereby
appoints Todd A. Freyer and Brian T. Shoemaker, or either of them or their
substitutes, as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all the
shares of Common Stock of Kiewit Materials Company held of record by the
undersigned at the close of business on April 26, 2001, at the Annual Meeting
of Stockholders to be held at 10:00 a.m. on June 15, 2001, at Kiewit Plaza,
Omaha, Nebraska, or any adjournment or postponement thereof. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the meeting or at any adjournment or postponement
thereof.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE BOARD'S NOMINEES FOR CLASS I DIRECTORS.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL
MEETING, WHETHER OR NOT YOU ATTEND THE MEETING IN PERSON. TO MAKE
SURE YOUR SHARES ARE REPRESENTED, WE URGE YOU TO COMPLETE AND DETACH
THE PROXY FORM BELOW AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED POSTAGE PREPAID ENVELOPE.
(FOLD AND DETACH PROXY FORM HERE)
- ------------------------------------------------------------------------------
Proposal 1: Election of Class I Directors
To elect the following three nominees as Class I Directors:
Bruce E. Grewcock, William L. Grewcock, Walter Scott, Jr.
___ FOR ___ FOR ___ WITHHOLD
all nominees all nominees authority to
listed listed (except vote for all
as otherwise nominees
specified
below
Instruction: To withhold authority to vote for any individual nominee(s),
write the name(s) of the nominee(s) in the space below.
--------------------------------------------------------------------
IMPORTANT: Please sign exactly as your name appears below and mail this proxy
form promptly even though you may plan to attend the meeting. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
_______________________________________
Signature
Date___________________________________
PLEASE COMPLETE AND DETACH THIS PROXY FORM AND RETURN IT PROMPTLY USING THE
ENCLOSED ENVELOPE.
10