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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
GRANITE CONSTRUCTION INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[COMPANY LETTERHEAD]
May 3, 2001
Dear Fellow Stockholder:
On or about April 25, 2001, we sent you proxy materials relating to our Annual
Meeting of Stockholders to be held at the Embassy Suites, 1441 Canyon Del Rey,
Seaside, California on Monday, May 21, 2001 at 10:30 a.m., local time. According
to our records, we have not yet received your proxy containing your vote for
this important meeting.
As detailed in the proxy statement previously mailed to you, we are seeking your
vote to approve, among other things, a proposal to amend the Certificate of
Incorporation of the Company to eliminate Article Eighth, which imposes
stockholder super-majority voting requirements for mergers, substantial asset
sales and similar transactions.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE URGE YOU TO VOTE YOUR PROXY SO
THAT AS MANY SHARES AS POSSIBLE MAY BE REPRESENTED AT THE MEETING. PROPOSAL 2
REQUIRES APPROVAL OF 66 2/3 PERCENT OF OUR OUTSTANDING SHARES, SO FAILURE TO
VOTE OR ABSTAINING FROM VOTING ON PROPOSAL 2 HAS THE SAME EFFECT AS A VOTE
AGAINST PROPOSAL 2. IN ADDITION, APPROVAL OF A CHARTER AMENDMENT IS A
NON-DISCRETIONARY ITEM FOR BROKERS, SO IF YOU HOLD YOUR SHARES IN A BROKER
ACCOUNT AND DO NOT INSTRUCT YOUR BROKER HOW TO VOTE ON PROPOSAL 2, YOUR BROKER
CANNOT VOTE YOUR SHARES AND IT WILL HAVE THE SAME EFFECT AS A VOTE AGAINST
PROPOSAL 2.
Quick and easy telephone and Internet voting instructions are enclosed. Please
take a brief moment to vote your Granite Construction shares NOW.
[TELEPHONE GRAPHIC] [COMPUTER GRAPHIC]
TOLL-FREE VOTING WWW.PROXYVOTE.COM
24 HOURS A DAY
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the annual
meeting please take the time to follow the enclosed instructions and vote by
telephone or internet today! You may also return the enclosed voting instruction
form in the envelope provided. Should you have any questions, please contact
Mackenzie Partners, Inc., at (800) 322-2885 or Mike Lawson, Granite's Director
of Corporate Communications, at 1-800-GVA-1518.
We appreciate your continued support of Granite Construction and your prompt
attention to this matter.
Sincerely,
Michael Futch
Vice President, General Counsel and
Secretary
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[COMPANY LETTERHEAD]
May 3, 2001
Dear Fellow Stockholder:
On or about April 25, 2001, we sent you proxy materials relating to our Annual
Meeting of Stockholders to be held at the Embassy Suites, 1441 Canyon Del Rey,
Seaside, California on Monday, May 21, 2001 at 10:30 a.m., local time. According
to our records, we have not yet received your proxy containing your vote for
this important meeting.
As detailed in the proxy statement previously mailed to you, we are seeking your
vote to approve, among other things, a proposal to amend the Certificate of
Incorporation of the Company to eliminate Article Eighth, which imposes
stockholder super-majority voting requirements for mergers, substantial asset
sales and similar transactions.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE URGE YOU TO SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO THAT AS
MANY SHARES AS POSSIBLE MAY BE REPRESENTED AT THE MEETING. PROPOSAL 2 REQUIRES
APPROVAL OF 66 2/3 PERCENT OF OUR OUTSTANDING SHARES, SO FAILURE TO RETURN THE
ENCLOSED PROXY CARD OR ABSTAINING FROM VOTING ON PROPOSAL 2 HAS THE SAME EFFECT
AS A VOTE AGAINST PROPOSAL 2.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the annual
meeting please take the time to vote today! Should you have any questions,
please contact Mackenzie Partners, Inc., at (800) 322-2885 or Mike Lawson,
Granite's Director of Corporate Communications, at 1-800-GVA-1518.
We appreciate your continued support of Granite Construction and your prompt
attention to this matter.
Sincerely,
Michael Futch
Vice President, General Counsel and
Secretary