-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vq+0kCCQF0HZPSShvH+a3+DBo0XBArHeDXsoGnzqHkYWE1veSxOsqaT7Y09xhtiN YakNLcobZi9mc8YemrgTGw== 0000794323-95-000026.txt : 19951004 0000794323-95-000026.hdr.sgml : 19951004 ACCESSION NUMBER: 0000794323-95-000026 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951003 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KIEWIT PETER SONS INC CENTRAL INDEX KEY: 0000794323 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 470210602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43185 FILM NUMBER: 95578221 BUSINESS ADDRESS: STREET 1: 1000 KIEWIT PLZ CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023422052 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIEWIT PETER SONS INC CENTRAL INDEX KEY: 0000794323 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 470210602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1000 KIEWIT PLZ CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023422052 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MFS Communications Company, Inc. (Name of Issuer) Common Stock $0.01 Par Value (Title of Classes of Securities) 55272T101 (CUSIP Number) Check the following box if a fee is being paid with this statement: [ ] SCHEDULE 13G CUSIP No. 55272T101 Page 2 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter Kiewit Sons', Inc. 47-0210602 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] N/A 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware corporation 5 SOLE VOTING POWER -0- NUMBER OF SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY N/A EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON -0- WITH 8 SHARED DISPOSITIVE POWER N/A 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] N/A 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* HC SCHEDULE 13G CUSIP No. 55272T101 Page 3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kiewit Diversified Group Inc. 47-0705284 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] N/A 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware corporation 5 SOLE VOTING POWER -0- NUMBER OF SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY N/A EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON -0- WITH 8 SHARED DISPOSITIVE POWER N/A 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] N/A 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G STATEMENT This Schedule 13G and Statement are filed with respect to certain shares of the Common Stock of MFS Communications Company, Inc. ("Issuer") which were owned by Kiewit Diversified Group Inc. ("KDG"). KDG is a wholly owned subsidiary of Peter Kiewit Sons', Inc. ("PKS"). On September 29, 1995, KDG exchanged 2,900,000 shares of MFS Common Stock for 15,000,000 shares of MFS Series B Convertible Preferred Stock, $.01 par value ("MFS Preferred Stock"). On September 30, 1995, KDG distributed all its shares of MFS Common Stock and MFS Preferred Stock to PKS as a dividend. Next, PKS purchased 28,986 shares of MFS Common Stock from MFS for $1 million. Finally, on September 30, 1995, PKS distributed all its (40,062,658) shares of MFS Common Stock and all its (15,000,000) shares of MFS Preferred Stock to the holders of record on September 30, 1995 of the PKS Class D Diversified Group Convertible Exchangeable Common Stock, as a dividend, pro rata. At the end of September 30, 1995, neither PKS nor KDG retained any shares of MFS Common Stock or MFS Preferred Stock. ITEM 1. (a) Name of Issuer: No change. (b) Address: No change. ITEM 2. (a) Name of Person Filing: No change. (b) Address: No change. (c) Citizenship: No change. (d) Title of Class of Securities: No change. (e) CUSIP Number: No change. ITEM 3. No change. ITEM 4. Ownership. Not applicable; see Item 5. ITEM 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ] ITEM 6. Ownership of More than Five Percent on Behalf of Another Person. None. However, as a result of the stock dividends declared as of and paid on September 30, 1995 described above, two individual stockholders of PKS, Walter Scott, Jr. and Donald L. Sturm, will each own more than five percent of the outstanding shares of MFS Common Stock and MFS Preferred Stock. ITEM 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. No change. ITEM 8. Identification and Classification of Members of the Group. No change. ITEM 9. Notice of Dissolution of Group. Not applicable. ITEM 10. Certification. Not applicable. JOINT FILING AGREEMENT In lieu of a separate written agreement attached as an exhibit pursuant to Rule 13d-1(f)(1), by signing below, KDG and PKS hereby agree that this Schedule 13G and Statement are filed on behalf of each of them. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 2, 1995. /s/ Robert E. Julian Executive Vice President Kiewit Diversified Group Inc. /s/ Robert E. Julian Executive Vice President Peter Kiewit Sons', Inc. -----END PRIVACY-ENHANCED MESSAGE-----