The directors of PCL Construction Group Inc. have asked shareholder employees to approve a plan to deregister their shares with the U.S. Securities and Exchange Commission. The change would remove the company’s financial performance from public view, following a similar change made by Peter Kiewit Sons Inc. in 2007.
Officials of Edmonton, Canada-based PCL could not be reached for comment.
According to documents filed with the SEC last month, PCL’s directors approved a plan to change certain aspects of the employee stock ownership plan that will end the company’s obligation to file public financial reports. Approval from shareholders is needed to make the changes.
As of 2005, the SEC required PCL to register Class 1 and Class 3 shares because 300 or more owners of those shares resided in the U.S. To deregister those shares, PCL proposes converting shares owned by U.S. residents into shares that are “held of record” by an ownership plan administrator, who would act as an agent on behalf of U.S. residents.
Contractors generally dislike the filing requirement. Compliance usually costs about a million dollars a year, companies say. Moreover, the public information allows competitors and subcontractors to get a clear picture of the filing company’s finances, major claims and, according to PCL, its pricing strategy.
“All of this information is available on the Internet for our competitors, customers and subcontractors to analyze,” says Paul Douglas, PCL’s CEO, in a letter to shareholders supporting the proposed change. That visibility puts the company at a competitive disadvantage, says PCL.
For the fiscal year ended October 2009, PCL reported net earnings of $291 million on contract revenue of $6.03 billion, up from $228 million on $5.64 billion for the prior fiscal year.