UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission file number
December 31, 2001 000-29619
KIEWIT MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 47-0819021
(State of Incorporation) (I.R.S. Employer Identification No.)
Kiewit Plaza, Omaha, Nebraska 68131
(Address of principal executive offices) (Zip Code)
(402) 536-3661
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01
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 or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K. [X]
The registrant's stock is not publicly traded, and therefore, there is
no ascertainable market value of voting stock held by non-affiliates.
36,077,833 shares of the registrant's $0.01 par value Common Stock were
issued and outstanding on March 27, 2002.
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INTRODUCTION
------------
This Form 10-K/A amends the Form 10-K filed by Kiewit Materials Company
(the "Company") on March 27, 2002 for the fiscal year ended December 31,
2001. This Form 10-K/A is being filed solely to set forth the information
required by Part III (Items 10, 11, 12 and 13) of Form 10-K, because a
definitive proxy statement containing such information will not be filed
within 120 days after the end of the fiscal year covered by the Company's
original Form 10-K filing. This Form 10-K/A amends Part III of the Company's
original Form 10-K filing only, and all other portions of the Company's
original 10-K filing remain in effect.
Item 10. Management.
The table below shows information as of April 17, 2002, about each
director of the Company, including his business experience during the past
five years.
Class I Directors Whose Terms Expire at the 2004 Annual Meeting
Name Business Experience Age
- ---- ------------------- ---
Bruce E. Grewcock Mr. Grewcock has been a director of the 48
Company since February 2, 1999. Mr.
Grewcock has been President and Chief
Operating Officer of Peter Kiewit Sons, Inc.
("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. Mr. Grewcock is a member
of the Executive Committee and the
Compensation Committee of the Company.
William L. Grewcock Mr. Grewcock has been a director of the 76
Company 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,
Inc. Mr. Grewcock is a member of the Audit
Committee of the Company.
Walter Scott, Jr. Mr. Scott has been a director of the Company 70
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., 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
Company.
2
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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 Company 58
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 Company.
Richard Geary Mr. Geary has been a director of the Company 67
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,
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 Company.
James Goodwin Mr. Goodwin has been a director of the Company 46
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 Company.
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 Chief 47
Executive Officer of the Company since January
1,2000. Mr. Murphy has been the President of
the Company 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 Company,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 Company.
Kenneth E. Stinson Mr. Stinson has been a director and Chairman 59
of the Company 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 Company.
3
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Item 11. Executive Compensation.
Summary Compensation Table
The following table presents information regarding the compensation paid by
the Company to its Chief Executive Officer and each of the Company's four
other most highly compensated executive officers for the fiscal year ended
December 31, 2001 (the "Named Executive Officers"). Prior to the spin-off of
the Company from PKS that occurred on September 30, 2000 (the "Spin-Off"),
the compensation for such persons was paid by PKS. The Company 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 ($) Other ($)(1)
- --------------------------- ---- --------- --------- ------------
Christopher J. Murphy 2001 320,776 350,000 379,799(2)
President and Chief 2000 251,650 300,000 --
Executive Officer 1999 185,700 150,000 --
Donald E. Bowman 2001 212,620 85,000 --
Vice President and 2000 134,322(3) -- 33,710(4)
Chief Financial Officer 1999 -- -- --
Daniel W. Speck 2001 160,799 115,000 93,294(5)
Vice President 2000 140,250 80,000 --
1999 117,650 30,000 --
John J. Shaffer 2001 169,950 40,100 5,318(6)
Vice President 2000 161,700 -- --
1999 138,312 111,754 --
Mark E. Belmont 2001 166,277 20,000 21,566(7)
Vice President, General 2000 146,725 13,500 --
Counsel and Secretary 1999 134,875 13,000 --
(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) Represents a retention bonus paid by the Company to Mr. Murphy in
connection with the Spin-Off.
(3) Mr. Bowman's employment with the Company commenced on April 24, 2000
and his salary for 2000 reflects compensation received from April 24,
2000 through December 31, 2000.
(4) Represents reimbursement by the Company to Mr. Bowman of relocation
expenses.
(5) Represents a retention bonus paid by the Company to Mr. Speck in the
amount of $91,094 in connection with the Spin-Off and the Company's
matching contribution on his behalf to the 401(k) Plan in the amount of
$2,200.
(6) Represents a retention bonus paid by the Company to Mr. Shaffer in the
amount of $3,709 in connection with the Spin-Off and the Company's
matching contribution on his behalf to the 401(k) Plan in the amount of
$1,609.
(7) Represents a retention bonus paid by the Company to Mr. Belmont in the
amount of $19,118 in connection with the Spin-Off and the Company's
matching contribution on his behalf to the 401(k) Plan in the amount of
$2,448.
4
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Compensation of Directors
Directors who are employees of the Company or its subsidiaries do not
receive directors' fees. For 2001, non-employee directors received an annual
directors' fee of $35,000, payable in shares of Common Stock.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The table below shows information about the ownership of Common Stock as
of April 17, 2002, by the Company's directors, 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) 2,887,936 8.0%
Richard W. Colf 1,732,864 4.8%
Bruce E. Grewcock (3) 995,708 2.8%
Christopher J. Murphy 848,954 2.4%
Richard Geary 724,684 2.0%
Walter Scott, Jr. 406,904 1.1%
Daniel W. Speck 233,308 *
Mark E. Belmont 59,547 *
John J. Shaffer 28,686 *
William L. Grewcock 25,446 *
James Goodwin (4) 25,446 *
Donald E. Bowman 14,006 *
Directors and Executive Officers
as a Group (14 Individuals)(1)(3)(4) 8,068,432 22.4%
- -----------------------------------
* Less than 1%.
(1) All 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.
(3) All shares of Common Stock held in trusts, for which Mr. Grewcock is the
trustee with sole voting and investment powers.
(4) All shares of Common Stock held in trust, for which Mr. Goodwin is the
trustee with sole voting and investment powers.
Item 13. Certain Transactions and Relationships.
In connection with the Spin-Off, the Company 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 Company and the provision of
administrative services by PKS to the Company. The tax sharing agreement
generally defines the Company's and PKS' rights and obligations with respect
to tax matters for periods ending prior to the Spin-Off.
The Company and PKS are parties to an administrative services agreement
pursuant to which PKS provides to the Company certain administrative and
related services. The Company was obligated to pay PKS $1,772,108 in
5
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connection with the services provided during 2001 pursuant to such agreement.
The Company paid PKS $1,357,299 of this amount in 2001, and the balance of
$414,809 was paid in 2002.
Messrs. Colf, Bruce E. Grewcock, and Stinson, who are directors of the
Company, are executive officers and directors of PKS. Messrs. William L.
Grewcock, Geary, and Scott, who are directors of the Company, are directors of
PKS.
Bruce E. Grewcock, a director of the Company, is the son of William L.
Grewcock, a director of the Company.
In 2002, the Company invested $25 million in Half Moon Partners, L.P.,
a private investment fund limited partnership. Mr. Goodwin, a director of
the Company, is the managing member of Half Moon Capital Management, L.L.C.,
the general partner of the limited partnership. In 2002, the Company will
pay to Half Moon Capital Management, L.L.C. a management fee equal to 2% of
the invested capital and an incentive fee equal to 20% of the net increase in
the invested capital over the fiscal year.
6
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to
be signed on its behalf by the undersigned, thereunto duly authorized on
April 17, 2002.
KIEWIT MATERIALS COMPANY
By: /s/ Donald E. Bowman
------------------------
Donald E. Bowman
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and on the date indicated.
Name Title Date
- ---- ----- ----
/s/ Christopher J. Murphy
- -------------------------- President, Chief Executive April 17, 2002
Christopher J. Murphy Officer and Director
(Principal Executive Officer)
/s/ Donald E. Bowman
- -------------------------- Vice President and Chief April 17, 2002
Donald E. Bowman Financial Officer
(Principal Financial Officer)
/s/ Todd A. Freyer
- -------------------------- Controller April 17, 2002
Todd A. Freyer (Principal Accounting Officer)
/s/ Richard W. Colf
- -------------------------- Director April 17, 2002
Richard W. Colf
/s/ Bruce E. Grewcock
- -------------------------- Director April 17, 2002
Bruce E. Grewcock
/s/ William L. Grewcock
- -------------------------- Director April 17, 2002
William L. Grewcock
/s/ Richard Geary
- -------------------------- Director April 17, 2002
Richard Geary
/s/ James Goodwin
- -------------------------- Director April 17, 2002
James Goodwin
/s/ Walter Scott, Jr.
- -------------------------- Director April 17, 2002
Walter Scott, Jr.
/s/ Kenneth E. Stinson
- -------------------------- Chairman of the Board of April 17, 2002
Kenneth E. Stinson Directors
7
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