The managers and directors of Peter Kiewit Sons Inc. want to conceal the company's financial data from the public, saying the process costs too much and disclosure hurts the company's ability to compete for work.
Kiewit is an employee-owned company that for many years has been required by federal rules to disclose its financial results and executive compensation. Although execeptions have been granted, under federal law companies with $10 million in revenue and 500 employee-stockholders must comply with federal disclosure regulations even if the company's stock is only available to staff members.
Kiewit separated the stock ownership of its construction business from its diversified business in 1997.
Now Peter Kiewit Sons Inc. is asking its 1,800 shareholders on Nov. 28 to vote to change the employee stock ownership plan so that the disclosure no longer will be necessary. Kiewit notified shareholders of the proposed change in a letter Oct. 23. If approved, the financial performance and other data now available to the public, including executive compensation, would no longer be in the public domain.
If they vote to make the change, shareholders will exchange their directly owned common stock for interest in a stock ownership plan. According to the company, that would relieve Kiewit of the obligation to report financial information to the SEC and to comply with all aspects of the Sarbanes-Oxley Act adopted by Congress in 2002. Those requirements have grown more stringent recently, requiring faster posting of information and more detail about executive compensation, bonuses and perks, say financial experts. And executives generally dislike having their compensation, bonuses and perks widely known.
In its letter to shareholders, Kiewit also says the public disclosure of its profit margin and backlog helps competitors. "The Sarbanes-Oxley Act also imposed additional restrictions on the way the Company may manage its affairs," Kiewit told shareholders in the letter dated Oct. 23. "The board and its officers have been forced to dedicate greater time and resources to satisfying our disclosure and other requirements."
The cost of complying with SEC disclosure rules is generally about $1 million a year. Kiewit estimates the company's savings in compliance would be from $750,000 to $1.25 million.
Peter Kiewit Sons' Inc., based in Omaha, Nebraska, has regularly paid its employee stockholders dividends while also boosting share value. The contractor's stock has outperformed both the S&P 500 and the stocks of other heavy construction firms between 1999 and 2005.
The SEC has excused several companies from complying with its rules, including Parsons Brinckerhoff Inc., in 1995. But Kiewit told shareholders that because it already reports the financial information, it had little chance of being granted relief.