-----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, FZtrKpXiXlO9OjwTC4vuYgNnM+4B821p44w3HRj1D7HFjKMUWOvcWnkkfd+emt7W MbA/ZVLPGisdsBdlswc6PA== 0000008137-97-000014.txt : 19970701 0000008137-97-000014.hdr.sgml : 19970701 ACCESSION NUMBER: 0000008137-97-000014 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATKINSON GUY F CO OF CALIFORNIA CENTRAL INDEX KEY: 0000008137 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 941649018 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03062 FILM NUMBER: 97633182 BUSINESS ADDRESS: STREET 1: 1001 BAYHILL DR STREET 2: P O BOX 593 CITY: SAN BRUNO STATE: CA ZIP: 94066 BUSINESS PHONE: 4158761000 MAIL ADDRESS: STREET 1: P O BO 593 STREET 2: S SAN FRANCISCO 11-K 1 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, 1996 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, 1997, the aggregate market value of the voting stock held by nonaffiliates of the registrant was $63,332,422 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, $0.01 par value, outstanding as of January 31, 1997 was 8,987,467. Items 10, 11, 12 and 13 of Part III incorporate information by reference from the definitive proxy statement for the Annual Meeting of Shareholders to be held on May 2, 1997. Page 1 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 1996 Annual Report of Form 10-K as set forth in the pages attached hereto. 1. Amendment to Part IV, Item 14(a)3. 2. Amendment to Exhibit Index. 3. Exhibit 24.1 - Consent of Coopers & Lybrand. 4. Exhibit 99.1 - Financial Statements of the Atkinson Retirement Stock and Investment Plan for the fiscal year ended December 31, 1996 required by Form 11-K. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. GUY F. ATKINSON COMPANY OF CALIFORNIA Date: June 30, 1997 By /s/ J. J. Agresti, President and Chief Executive Officer Page 2 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, 1996 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, 1996 required by Form 11-K. Page 3 The Exhibit Index of Guy F. Atkinson Company of California's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 is amended to add the following exhibits. Exhibit No. Description 24.1 Consent of Coopers & Lybrand dated June 27, 1997. 99.1 Financial Statement of the Atkinson Retirement Stock and Investment Plan for the fiscal year ended December 31, 1996 required by Form 11-K. Page 4 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 Form S-8 (Amended and Restated Atkinson Retirement Stock and Investment Plan, File No. 33-6296) of our report dated June 20, 1997, on our audits of the financial statements and supplemental schedules of the Atkinson Retirement Stock and Investment Plan as of December 31, 1996 and 1995, and for the year ended December 31, 1996, which report is included in this filing on Form 11-K. /s/ Coopers & Lybrand L.L.P. San Francisco, California June 27, 1997 Page 5 Exhibit 99.1 GUY F. ATKINSON COMPANY OF CALIFORNIA ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 The financial statements attached hereto contain the financial statements for the Atkinson Retirement Stock and Investment Plan required by form 11-K. Page 6 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN FINANCIAL STATEMENTS as of December 31, 1996 and 1995 and for the year ended December 31, 1996 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 (the Plan) as of December 31, 1996 and 1995, and the related statement of changes in net assets available for benefits for the year ended December 31, 1996. 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 standsrds. 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, 1996 and 1995, and the changes in net assets available for benefits for the year ended December 31, 1996 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. /s/Coopers & Lybrand L.L.P. San Francisco, California June 20, 1997 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL 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, 1996 and 1995 3 Statement of Changes in Net Assets Available for benefits for the year ended December 31, 1996 4 Notes to Financial Statements 5-15 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1996 16 Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1996 17-18 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN Statements of Net Assets Available for Benefits December 31, 1996 and 1995 - -------------------------------------------------------------------------------- ASSETS 1996 1995 Investments, at fair value $51,627,988 $44,527,242 Receivables: Employee contributions 99,454 188,562 Employer contributions 54,305 94,360 Accrued interest and dividends 0 190,590 Due from brokers 0 6,024,821 - -------------------------------------------------------------------------------- Total assets 51,781,747 51,025,575 - -------------------------------------------------------------------------------- LIABILITIES Due to brokers 0 5,086 - -------------------------------------------------------------------------------- Total liabilities 0 5,086 - -------------------------------------------------------------------------------- Net assets available for benefits $51,781,747 $51,020,489 ================================================================================ 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, 1996 - -------------------------------------------------------------------------------- Addition to net assets attributed to: Contributions: Employee $1,886,483 Employer 1,115,815 - -------------------------------------------------------------------------------- 3,002,298 - -------------------------------------------------------------------------------- Investment income: Dividend and interest income 3,418,818 Net appreciation in fair value of investments in mutual 908,736 Net appreciation in fair value of investments in common stock of employer 1,102,155 - -------------------------------------------------------------------------------- 5,429,709 - -------------------------------------------------------------------------------- Total additions 8,432,007 - -------------------------------------------------------------------------------- Deductions from net assets attributed to: Benefits paid to participants 7,610,364 Administrative fees 60,385 - -------------------------------------------------------------------------------- Total deductions 7,670,749 - -------------------------------------------------------------------------------- Net increase 761,258 Net assets available for benefits: Beginning of year 51,020,489 - -------------------------------------------------------------------------------- End of year $51,781,747 ================================================================================ The accompanying notes are an integral part of these financi 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 of California (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 In 1995 each participant in the Stock Plan was 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. Page 5 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1: DESCRIPTION OF THE PLAN, CONTINUED CONTRIBUTIONS, CONTINUED In 1995 each participant in the Investment Plan was required to make basic deferred contributions at a rate of 2% of the participant's earnings. Each participant who contributed basic deferred contributions to the Investment Plan and who also contributed basic deferred contributions at the maximum rate of 3% of earnings to the Stock Plan could also contribute supplemental deferred contributions to the Investment Plan and to the Stock Plan at whole percentage rates of up to 5% of 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. Effective January 1, 1996 the Plan was amended to allow each participant in the Plan to contribute between 1% and 10% of the participant's earnings, which may be allocated in any whole percentage between the Stock Plan the Investment Plan. 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 profits in an amount matching up to 5% of employee contributions to the Plan for the year. TRUSTEE AND INVESTMENT OF TRUST FUNDS In 1995, the Trustee of the Plan was Bank of California, N. A., under which such bank acted as Trustee of a trust fund (the Trust Fund) consisting of all contributions by the Participating Company and the participants in the Plan. Effective January 1, 1996, the Company entered into a new trust agreement subject to which Fidelity Institutional Retirement Services Company (the Trustee), acts as Trustee of the Trust Fund. The Trust Fund consists of two parts: the "Stock Plan Trust" and the "Investment Plan Trust." The Stock Plan Trust is a joint trustee between Fidelity and Wells Fargo Bank. 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. Page 6 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1: DESCRIPTION OF THE PLAN, CONTINUED INVESTMENT OPTIONS A participant may direct the investment of employee contributions and Company contributions allocated to the participant under the Investment Plan and the Stock Plan between any or all of the investment options available, as identified by the Trustee. A participant may move money among the Plan's investment options any business day. A participant may also change how any future contributions are invested. In 1995, investment options maintained within the Investment Plan included the "Diversified Investment Fund," the "Fixed Income Fund," and the "Money Market Fund." Effective January 1, 1996, pursuant to the new trustee arrangement, the Trustee maintains six investment funds within the Investment Plan: the "Fidelity Retirement Money Market Portfolio," the "Fidelity Intermediate Bond Fund," the "Fidelity Puritan Fund," the "Fidelity Growth & Income Portfolio," the "Fidelity Magellan Fund," and the "Templeton Foreign Fund." The Fidelity Retirement Money Market Portfolio is invested in short-term money market securities of U.S. and foreign issuers, including short-term corporate obligations, U.S. government obligations and certificates of deposit. The Fidelity Intermediate Bond Fund invests in all types of U.S. and foreign bonds including corporate or U.S. government issues. The Fidelity Puritan Fund invests in a wide variety securities of U.S. and foreign issuers. Its selection of investments can include all types of bonds of any quality as well as common and preferred stocks. The Fidelity Growth & Income Portfolio is invested primarily in U.S. and foreign stocks. It may also invest in bonds. The Fidelity Magellan Fund invests primarily in common stocks of small, medium and large companies. The fund can also invest in any industry, whether domestic or foreign, in in stocks or bonds, and with latitude as to any quality level. The Templeton Foreign Fund invests primarily in common stocks, and it can purchase securities in any foreign country, developed or developing. Page 7 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 vests in increasing percentages over a 36 to 84 month period of service after after which time the interest is fully vested. Upon withdrawal from the Plan, the participant's vested account balance is distributed as a lump-sum payment. FORFEITED ACCOUNTS Any unvested interest of a participant who has ceased participation in the Plan, and who has incurred a "One Year Break in Service," as defined in the Plan, is considered fprfeoted and reverts to the Company. Balances of participant accounts forfeited during the years ended December 31, 1996 and 1995 were $0 and $104,483, respectively. PARTICIPANT NOTES RECEIVABLE Effective March 1, 1996, the Plan was amended to provide for participant loans. Participant's may borrow from their fund accounts a minimum of $1,000 and to a maximum amount equal to the lower of $50,000 or 50% of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Notes fund. Loan terms range from one to five years or up to fifteen years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a prime rate, established by the Company (6.25% at December 31, 1996) plus 2%. The principal and interest on the loan is repaid through after-tax payroll deductions. 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 acounting principles. Page 8 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED USE OF ESTIMATES AND ASSUMPTIONS The preparation of the Plan's financial statements in conformity with generally accepted accounting principles requires the Plan administrator to make significant estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates. RISKS AND UNCERTAINTIES The Plan provides for various investment options in a combination of short term investments, mutual funds and common stock of the Company. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably and that such changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits. INVESTMENT VALUATION Investments in mutual funds and common stock of Guy F. Atkinson Company of California are traded on a national securities exchange which are valued at the closing sales price on the last business day of the year. 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 in recorded as earned on an accrual basis. CONTRIBUTIONS Contributions from the Participating Company are accrued in the period when earned. Page 9 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED PAYMENTS 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 10 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 3: INVESTMENTS Investments consist of the following at December 31, 1996 and 1995: Fair 1996: Share Balance Price Market Value - -------------------------------------------------------------------------------- Investment in shares of mutual funds: Short Term Income Fund Retirement Plan 562,105.000 1.00 $562,105 Fidelity Retirement Money Market Fund 1,882,363.000 1.00 1,882,363 Fidelity Intermediate Bond Fund 284,830.431 10.08 2,871,091 Fidelity Puritan Fund 594,817.824 17.24 10,254,659 Fidelity Growth & Income Portfolio 337,533.227 30.73 10,372,396 Fund Fidelity Magellan Fund 105,784.251 80.65 8,531,500 Templeton Foreign Fund 215,925.901 10.36 2,236,992 Common stock of Guy F. Atkinson Company of California 1,376,048.000 10.50 14,448,504 Participants notes receivable 468,378 - -------------------------------------------------------------------------------- $51,627,988 ================================================================================ Page 11 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 3: INVESTMENTS, CONTINUED Fair 1995: Share Balance Price Market Value - -------------------------------------------------------------------------------- Short-term investment funds: Highmark US Treasury NR 17,141,423 1.00 $17,141,423 Other short term investment funds 382,309 1.00 382,309 - -------------------------------------------------------------------------------- 17,523,732 - -------------------------------------------------------------------------------- Common stocks: Guy F. Atkinson Company of Californ 1,642,377 10.00 16,423,770 Other common stocks various various 1,450,610 - -------------------------------------------------------------------------------- 17,874,380 - -------------------------------------------------------------------------------- U.S. Government securities various various 9,129,130 - -------------------------------------------------------------------------------- $44,527,242 ================================================================================ NOTE 4: CHANGES IN NET ASSETS AVAILABLE BY INVESTMENT TYPES On January 1, 1996 the net assets available for benefits within the Diversified Investment Fund were transferred to the Puritan Fund, the Fixed Income Fund were transferred to the Imtermediate Bond Fund, and the Money Market Fund were transferred to the Retirement Money Market Fund. Page 12 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------------------------------------------------------------ NOTE 4: CHANGES IN NET ASSETS AVAILABLE BY INVESTMENT TYPE, CONTINUED The following respresents the net assets as of December 31, 1996 and the changes in net assets for the year then ended by investment fund:
Investment Plan (participant directed) ------------------------------------------------------------------- Templeton Growth & IntermediatRetirement Stock Foreign Puritan Magellan Income Bond Money Participant Total Plan Fund Fund Fund Fund Fund Market Notes - ------------------------------------------------------------------------------------------------------------------------------------ Additions to net assets attributed to: Contributions: Participants $1,886,483 $153,925 $146,080 $352,175 $633,329 $452,037 $77,485 $71,452 0 Participating Company 1,115,815 102,214 86,409 203,839 376,503 261,188 49,566 36,096 0 - ------------------------------------------------------------------------------------------------------------------------------------ 3,002,298 256,139 232,489 556,014 1,009,832 713,225 127,051 107,548 0 - ------------------------------------------------------------------------------------------------------------------------------------ Investment Income: Dividend and Interest Income 3,418,818 25,020 96,398 1,028,349 1,502,185 454,851 191,828 99,987 20,200 Net appreciation/ (depreciation)on investments 2,010,891 1,102,155 135,318 828,548 (659,984) 708,105 (103,638) 387 0 - ------------------------------------------------------------------------------------------------------------------------------------ 5,429,709 1,127,175 231,716 1,856,897 842,201 1,162,956 88,190 100,374 20,200 - ------------------------------------------------------------------------------------------------------------------------------------ Total additions 8,432,007 1,383,314 464,205 2,412,911 1,852,033 1,876,181 215,241 207,922 20,200 - ------------------------------------------------------------------------------------------------------------------------------------ Deductions from net assets attributed to: Benefits paid to participants 7,610,364 2,404,591 14,875 3,214,408 108,351 357,560 201,808 1,284,810 23,961 Administrative fees 60,385 26,703 895 16,962 4,820 4,585 3,506 2,914 0 - ------------------------------------------------------------------------------------------------------------------------------------ Total deductions 7,670,749 2,431,294 15,770 3,231,370 113,171 362,145 205,314 1,287,724 23,961 - ------------------------------------------------------------------------------------------------------------------------------------ Net increase(decrease) prior to interfund transfers 761,258 (1,047,980) 448,435 (818,459) 1,738,862 1,514,036 9,927 (1,079,802) (3,761) - ------------------------------------------------------------------------------------------------------------------------------------ Participants notes withdrawn 0 (8,564) 0 (171,237) (47,811) (234,199) (33,459) (38,562) 533,832 Loan repayments 0 4,190 2,075 9,379 13,145 10,325 981 1,398 (41,493) Interfund transfers 0 (705,104) 1,799,211 (18,900,581) 6,875,967 9,125,066 (351,873) 2,177,514 (20,200) - ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) 761,258 (1,757,458) 2,249,721 (19,880,898) 8,580,163 10,415,228 (374,424) 1,060,548 468,378 Net assets available for benefits: Beginning of year 51,020,489 16,779,982 0 30,162,033 0 0 3,251,212 827,262 0 - ------------------------------------------------------------------------------------------------------------------------------------ End of year $51,781,747 $15,022,524 $2,249,721 $10,281,135 $8,580,163 $10,415,228 $2,876,788 $1,887,810 $468,378 ====================================================================================================================================
Page 13 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 5: RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the Trustee of the Plan and, therefore, these transactions qualify as party-in-interest. NOTE 6: INCOME TAX STATUS OF THE PLAN The Internal Revenue Service has determined and informed the Company by letter dated September 9, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). NOTE 7. 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 14 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 8: 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: 1996 1995 - -------------------------------------------------------------------------------- Net assets available for benefits per the financial statements $51,781,747 $51,020,489 Amounts allocated to withdrawing participants 0 5,355 - -------------------------------------------------------------------------------- Net assets available for benefits per the Form 5500 $51,781,747 $51,025,844 ================================================================================ The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ending December 31, 1996: Benefits paid to participants per financial statements $7,610,364 Add: Amounts allocated to withdrawing participants at December 31, 1996 0 Less: Amounts allocated to withdrawing participants at December 31, 1995 (5,355) - -------------------------------------------------------------------------------- Benefits paid to participants per Form 5500 $7,605,009 ================================================================================ Page 15 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT, as of December 31, 1996 (c) Description of investment (b) Identity of issue, including maturity date, rate of borrower, lessor or interest, collateral, par, (e) Current (a) similar party or maturity value (d)Cost Value - -------------------------------------------------------------------------------- * Wells Fargo Short term Income Fund Retirement Plan (562,105 shares) $562,105 $562,105 * Fidelity Money Market Retirement Fund (1,882,363 shares) 1,882,363 1,882,363 * Fidelity Intermediate Bond Fund (284,830.431 shares) 2,940,170 2,871,091 * Fidelity Puritan Fund (594,817.824 shares) 10,143,961 10,254,659 * Fidelity Magellan Fund (105,784.251 shares) 8,929,954 8,531,500 * Fidelity Growth & Income Fund (337,533.227 shares) 9,710,633 10,372,396 Templeton Templeton Foreign Fund (215,925.901 shares) 2,121,475 2,236,992 * Guy F. Atkinson Company Common stock of California (1,376,048 shares; no par value) 12,945,599 14,448,504 * Atkinson Retirement Stock and Investment Plan Participant notes 468,378 468,378 - -------------------------------------------------------------------------------- $49,704,638 $51,627,988 ================================================================================ * Represents party-in-interest to Plan Page 16 ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS as of December 31, 1996
- ----------------------------------------------------------------------------------------------------------------------------------- (h) Current (f) Expense Value of (i) Net Incurred (g) Cost Asset on Gain (a) Identity of (c) Purchas (d) Selling (e) Lease with of Transaction or Party Involved (b) Description of Assets Price Price Rental Transaction Asset Date Loss - ----------------------------------------------------------------------------------------------------------------------------------- Individual Transactions: US Government Highmark 100% US Treasury - $9,000,000 - - $9,000,000 $9,000,000 - Highmark 100% US Treasury - 5,818,000 - - 5,818,000 5,818,000 - Highmark 100% US Treasury - 3,289,600 - - 3,289,600 3,289,600 - Highmark 100% US Treasury - 5,888,973 - - 5,888,973 5,888,973 - Fidelity Institutional Retirement Services Co Fidelity Puritan Fund Purchases $7,329,727 - - - 7,197,824 7,329,727 $131,903 Guy F. Atkinson Company of California Common shares Purchase 16,423,770 - - - 16,423,770 16,423,770 - Sale - 14,543,436 - - 12,808,351 14,543,436 1,735,085 Combined transactions: Templeton Group Templeton Foreign Fund of Funds 83 Purchases 2,953,184 - - - 2,953,184 2,953,184 - 24 Sales - 851,510 - - 853,736 851,510 (2,226) Fidelity Fidelity Puritan Fund Institutional 113 Purchases 31,915,342 - - - 31,915,342 31,915,342 - Retirement 64 Sales - 22,378,867 - - 21,792,229 22,378,867 586,638 Services Co Fidelity Magellan Fund 104 Purchases 12,063,173 - - - 12,063,173 12,063,173 - 66 Sales - 2,871,689 - - 3,158,320 3,871,689 (286,631) Fidelity Growth & Income Fund 147 Purchases 12,412,916 - - - 12,412,916 12,412,916 - 46 Sales - 2,748,625 - - 2,688,765 2,748,625 59,860 Fidelity Intermediate Bond Fund 76 Purchases 5,505,094 - - - 5,505,094 5,505,094 - 42 Sales - 2,533,009 - - 2,572,941 2,533,009 (39,932) Page 17
ATKINSON RETIREMENT STOCK AND INVESTMENT PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS, CONTINUED as of December 31, 1996 - -----------------------------------------------------------------------------------------------------------------------------------
COMBINED TRANSACTIONS, CONTINUED: Fidelity Fidelity Retirement Money Market Fund Institutional 86 Purchases 4,844,895 - - - 4,844,895 4,844,895 - Retirement 56 Sales - 2,962,532 - - 2,962,532 2,962,532 - Services Co US Government Highmark 100% US Treasury NR 20 Sales - 26,633,654 - - 26,633,654 26,633,654 - Guy F. Atkinson Common shares Company of 212 Purchases 16,972,838 - - 16,972,838 16,972,838 - California 196 Sales - 19,444,252 - - 17,224,854 19,444,252 2,219,398
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