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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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 27, 1997 333-34627
PKS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 91-1842817
(State of Incorporation) (I.R.S. Employer
Identification No.)
1000 Kiewit Plaza, Omaha Nebraska 68131
(Address of principal executive offices) (Zip Code)
(402) 342-2052
(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 nonaffiliates.
100 shares of the registrant's $0.01 par value
Common Stock were issued and outstanding on March 26,
1998.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM 10-K AND
IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
TABLE OF CONTENTS
Page
Part I
Item 1. Business 1
Item 2. Properties 1
Item 3. Legal Proceedings 1
Item 4. Submissions of Matters to a Vote of Security Holders 1
Part II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters 2
Item 6. Selected Financial Data 2
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 2
Item 8. Financial Statements and Supplementary Data 3
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 9
Part III
Item 10.Directors and Executive Officers of the Registrant 9
Item 11.Executive Compensation 9
Item 12.Security Ownership of Certain Beneficial
Owners and Management 9
Item 13.Certain Relationships and Related Transactions 9
Part IV
Item 14.Exhibits, Financial Statement Schedules,
and Reports on Form 8-K 9
PART I
Item 1. Business.
PKS Holdings, Inc. (the "Company") is a holding
company which was incorporated in Delaware in August,
1997. The Company has its principal executive offices
at 1000 Kiewit Plaza, Omaha, Nebraska 68131 (telephone
number (402) 342-2052). The Company was formed by its
parent, Peter Kiewit Sons', Inc. ("PKS") in
connection with a transaction (the "Transaction")
intended to separate the construction business and the
diversified business of PKS into two independent
companies. Upon consummation of the Transaction, the
Company will be a separate, independent company from
PKS, conducting PKS' historical construction business
through PKS' former subsidiary, Kiewit Construction
Group Inc. ("KCG").
KCG is one of the largest construction contractors
in North America. KCG and its subsidiaries and joint
ventures perform construction services for a broad
range of public and private customers, primarily in
the United States and Canada. KCG primarily performs
its services as a general contractor. As a general
contractor, KCG is responsible for the overall
direction and management of construction projects and
for completion of each contract in accordance with
terms, plans and specifications. KCG plans and
schedules the projects, procures materials, hires
workers as needed, and awards subcontracts.
Several of KCG's subsidiaries, primarily in
Arizona and Oregon, produce construction materials,
including ready-mix concrete, asphalt, sand and
gravel. KCG also has quarry operations in New Mexico
and Wyoming, which produce landscaping materials and
railroad ballast. Kiewit Mining Group Inc. ("KMG"), a
subsidiary of KCG, provides mine management services
to Kiewit Coal Properties, Inc., a subsidiary of PKS.
KMG also owns a 48% interest in an underground coal
mine near Pelham, Alabama.
Item 2. Properties.
The Company currently has no physical properties.
KCG has 20 district offices, of which 16 are owned
facilities and 4 are leased. KCG owns or leases
numerous shops, equipment yards, storage facilities,
warehouses, and construction material quarries.
Item 3. Legal Proceedings.
There are no pending legal proceedings against the
Company. KCG and its subsidiaries are parties to many
pending legal proceedings incidental to the business
of such entities. It is not believed that any
resulting liabilities for legal proceedings, beyond
amounts reserved, will materially affect the financial
condition, future results of operation, or future cash
flows of KCG.
Item 4. Submission of Matters to a Vote of Security Holders.
Omitted pursuant to General Instruction I(2)(c) of
Form 10-K.
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters.
Market Information. The Company's $0.01 par value
common stock ("Common Stock") is not listed on any
national securities exchange or the NASDAQ National
Market and there is no established public trading
market for the Common Stock. There have been no sales
of Common Stock since the Company's inception in
August, 1997, except as described below.
Holders. All of the issued and outstanding Common
Stock of the Company is owned by PKS, the Company's
parent corporation.
Dividends. The Company has not paid any dividends
on its Common Stock since its inception in August,
1997.
Sales of Unregistered Securities. The Company's
parent, PKS, acquired 100 shares of Common Stock on
November 1, 1997 for $1.00. Such shares of Common
Stock were acquired without registration based upon
reliance of Section 4(2) of the Securities Act of
1933, as a transaction by an issuer not involving a
public offering.
Use of Proceeds. The Company filed a Registration
Statement on Form S-4 (Registration No. 333-34627) with
respect to shares of its Common Stock, which
Registration Statement was effective on November 11,
1997. The offering of shares of Common Stock
contemplated by such Registration Statement has not
yet commenced, and will not commence until all
conditions to the Transaction, as described in such
Registration Statement, have been satisfied. To date,
the Company has not incurred any expenses in
connection with the issuance and distribution of such
shares of Common Stock.
Item 6. Selected Financial Data.
Omitted pursuant to General Instruction I(2)(a) of
Form 10-K.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Omitted pursuant to General Instruction I(2)(a) of
Form 10-K. The Company conducted no business
operations in 1997, and will not conduct any business
operations until consummation of the Transaction.
Upon consummation of the Transaction, the Company will
conduct PKS' historical construction business.
Item 8. Financial Statements and Supplementary Data.
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Stockholders
PKS Holdings, Inc.
We have audited the accompanying balance sheet of PKS
Holdings, Inc., a subsidiary of Peter Kiewit Sons',
Inc. as of December 27, 1997, and the related
statements of earnings, changes in stockholders'
equity and cash flows for the period then ended. These
financial statements are the responsibility of the
Company's management. Our responsibility is to express
an opinion on these financial statements based on our
audits.
We conducted our audit 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 audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements referred to
above, present fairly, in all material respects, the
financial position of PKS Holdings, Inc. as of
December 27, 1997 and the results of its operations
and its cash flows for the period ended December 27,
1997 in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
Omaha, Nebraska
March 20, 1998
PKS Holdings, Inc.
Statement of Earnings
For the five months ended December 27, 1997
Construction contracts
Revenue $ -
Costs -
----------------------
Gross profit -
Operating expenses -
-----------------------
Operating income -
Other income (expense):
Interest, net -
Other -
-----------------------
-
-----------------------
Earnings before income taxes -
Income tax expense -
-----------------------
Net earnings $ -
-----------------------
See accompanying Notes to Financial Statements
PKS Holdings, Inc.
Balance Sheet
December 27, 1997
ASSETS
Current assets:
Cash $ 1
Accounts receivable:
Trade -
Affiliates -
----------------
Total accounts receivable -
Unbilled contract revenue -
Contract costs in excess of related revenue -
Prepaid expenses and other -
----------------
Total current assets 1
Property, plant and equipment, at cost -
Less accumulated depreciation -
----------------
Net property, plant and equipment -
----------------
Investment in subsidiaries and other -
Deferred income taxes -
----------------
$ 1
----------------
LIABILITIES & STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable:
Trade $ -
Subcontracts -
Affiliates -
----------------
Total accounts payable -
Accrued costs on construction contracts -
Billings in excess of related costs and earnings -
Other current liabilities -
Income taxes payable -
----------------
Total current liabilities -
Other non-current liabilities -
Stockholder's equity:
Common stock of $.01 par value. Authorized
1,000 shares; issued 100 shares 1
Additional paid-in capital -
Retained earnings -
---------------
1
$ 1
---------------
See accompanying Notes to Financial Statements
PKS Holdings, Inc.
Statement of Cash Flows
for the five months ended December 27, 1997
Cash flows from operating activities: $ -
Cash flows from investing activities: -
Cash flows from financing activities:
Proceeds from the issuance of common stock 1
----------------
Net cash provided by financing activities 1
----------------
Net Increase in cash 1
Cash at beginning of period -
----------------
Cash at December 27, 1997 $ 1
----------------
Supplemental disclosures of cash flow
information:
Interest paid $ -
Income Taxes -
See accompanying Notes to Financial Statements
PKS Holdings, Inc.
Statement of Changes in Stockholder's Equity
for five months ended December 27, 1997
Common Additional Retained Total
Stock Paid-in Earnings Stockholder's
Capital Equity
------ ---------- -------- -------------
Balance at Beginning
of period $ - $ - $ - $ -
Issuance of common
stock 1 - - 1
Net earnings - - - -
------- -------- ------- --------
Balance at December
27, 1997 $ 1 $ - $ - $ 1
See accompanying Notes to Financial Statements
PKS HOLDINGS, INC.
Notes to Financial Statements
(1) Reorganization
At an August 14, 1997 special meeting of the Board
of Directors of Peter Kiewit Sons', Inc.
("PKS"), the Company's parent, the PKS Board
approved a transaction separating the construction
business and the diversified business of PKS into
two independent companies (the "Transaction").
Upon consummation of the Transaction, the Company
will be a separate, independent company from PKS,
conducting PKS' historical construction business
through PKS' former subsidiary, Kiewit
Construction Group Inc. ("KCG"), and KCG will be
reflected as a predecessor business of the Company
in future financial statements. The Transaction is
anticipated to be effective March 31, 1998.
KCG is one of the largest construction contractors
in North America. KCG and its subsidiaries and
joint ventures perform construction services for a
broad range of public and private customers,
primarily in the United States and Canada. Several
of KCG's subsidiaries, primarily in Arizona and
Oregon, produce construction materials, including
ready-mix concrete, asphalt, sand and gravel. KCG
also has quarry operations in New Mexico and
Wyoming, which produce landscaping materials and
railroad ballast. Kiewit Mining Group Inc.
("KMG"), a subsidiary of KCG, provides mine
management services to Kiewit Coal Properties,
Inc., a subsidiary of PKS. KMG also owns a 48%
interest in an underground coal mine near Pelham,
Alabama.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Item 13. Certain Relationships and Related Transactions.
The information required by Part III is omitted
pursuant to General Instruction I(2)(c) of Form 10-K.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as part of
this report:
1. Financial Statements:
Report of Independent Accountants dated March 20, 1998 of
Coopers & Lybrand L.L.P.
Statement of Earnings for the Five Months ended December 27, 1997
Balance Sheet at December 27, 1997
Statement of Cash Flows for the Five Months ended December 27, 1997
Statement of Stockholders' Equity
Notes to Financial Statements
2. Financial Statement Schedules:
Omitted because of the absence of the conditions under which they are
required.
3. Exhibits required by Item 601 of Regulation S-K. Exhibits incorporated
by reference are indicated in parentheses:
Exhibit
Number Description
3.1 Restated Certificate of Incorporation,
effective March 19, 1998 (Exhibit 2 to
the Company's Registration Statement on
Form 8-A filed March 24, 1998).
3.2 Amended and Restated By-laws, effective
March 19, 1998 (Exhibit 3 to the
Company's Registration Statement on
Form 8-A filed March 24, 1998).
27 Financial Data Schedule.
(b) No reports on Form 8-K have been filed during the last quarter of 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized
PKS HOLDINGS, INC.
By: /s/ Thomas C. Stortz
Date: March 26, 1998 Thomas C. Stortz, Vice President
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 and in the capacities and on the dates
indicated.
Name Title Date
Chairman of the Board and President
/s/ Kenneth E. Stinson (Principal Executive Officer) March 26, 1998
Kenneth E. Stinson
Vice President
/s/ Stephen A. Sharpe (Principal Financial Officer) March 26, 1998
Stephen A. Sharpe
Vice President
/s/ Kenneth M. Jantz (Principal Accounting Officer) March 26, 1998
Kenneth M. Jantz
/s/ Richard W. Colf Director March 26, 1998
Richard W. Colf
/s/ James Q. Crowe Director March 26, 1998
James Q. Crowe
/s/ Richard Geary Director March 26, 1998
Richard Geary
/s/ Bruce Grewcock Director March 26, 1998
Bruce Grewcock
/s/ William L. Grewcock Director March 26, 1998
William L. Grewcock
/s/ Tait P. Johnson Director March 26, 1998
Tait P. Johnson
/s/ Peter Kiewit, Jr. Director March 26, 1998
Peter Kiewit, Jr.
/s/ Allan K. Kirkwood Director March 26, 1998
Allan K. Kirkwood
/s/ Walter Scott, Jr. Director March 26, 1998
Walter Scott, Jr.
/s/ Thomas C. Stortz Director March 26, 1998
Thomas C. Stortz
/s/ George B. Toll, Jr. Director March 26, 1998
George B. Toll, Jr.