SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
Perini Corporation
(Name of Registrant as Specified In Its Charter)
Barry R. Blake
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and
state how it was determined.
[X] 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: $125
2) Form, Schedule or Registration Statement No.: Preliminary Proxy
Statement
3) Filing Party: Registrant
4) Date Filed: March 24, 1994
PERINI CORPORATION
73 Mt. Wayte Avenue
Framingham, Massachusetts 01701
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 19, 1994
TO THE STOCKHOLDERS OF PERINI CORPORATION:
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of
PERINI CORPORATION will be held at State Street Bank and Trust Company,
Enterprise Room, 5th Floor, 225 Franklin Street, Boston, Massachusetts, on
Thursday, May 19, 1994, at 10:00 a.m., for the following purposes:
A. To elect five Class I Directors, to hold office for a three-year
term, expiring in 1997 and until their successors are chosen and
qualified;
B. To consider and take action on certain changes to the Restated
Articles of Organization of the Company, as heretofore amended, to
increase the number of shares of Common Stock, $1.00 par value,
from 7,500,000 to 15,000,000 shares.
C. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 29,
1994, as the record date for the determination of the stockholders entitled
to vote at the meeting.
Stockholders who do not expect to attend in person and who wish their
stock to be voted are urged to fill in, sign, date and return the
accompanying form of proxy in the enclosed envelope, to which no postage need
be affixed if mailed in the United States.
By order of the Board of Directors,
Robert E. Higgins
Secretary
April 13, 1994
The Annual Report of the Company, including financial statements for the
year 1993, is being sent to stockholders concurrently with this Notice.
PERINI CORPORATION
73 Mt. Wayte Avenue
Framingham, Massachusetts 01701
PROXY STATEMENT
ANNUAL MEETING OF THE STOCKHOLDERS
OF PERINI CORPORATION
This statement is furnished in connection with the solicitation of
proxies by the Board of Directors of PERINI CORPORATION (hereinafter called
the "Company") to be used at the annual meeting of the stockholders of the
Company to be held at State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts, on Thursday, May 19, 1994, at 10:00 a.m., and
at any adjournment or adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. If the accompanying
form of proxy is executed and returned, it may nevertheless be revoked at any
time insofar as it has not been exercised either by notice to the Secretary
of the Company, the subsequent execution of another Proxy, or by voting in
person at the meeting. It is anticipated that the Proxy Statement and the
enclosed Proxy will be mailed to the stockholders of record on or about April
13, 1994.
As of March 29, 1994, the Company had outstanding 4,330,807 shares of
common stock. Each share is entitled to one vote. Holders of the Company's
$2.125 Depositary Convertible Exchangeable Preferred Shares (which represents
1/10 share of $21.25 Convertible Exchangeable Preferred Stock) are not
entitled to notice of or to vote on any matters scheduled to come before the
meeting.
The Board of Directors has fixed the close of business on March 29,
1994, as the record date for the determination of the stockholders entitled
to vote at the meeting.
Stockholder Proposals for 1995 Annual Meeting
Any proposal of a stockholder intended to be presented at the Company's
1995 Annual Meeting of Stockholders must be received by the Company for
inclusion in the proxy statement and form of proxy for that meeting no later
than December 15, 1994. In addition, stockholder proposals and director
nominations must comply with the requirements of the Company's By-Laws.
A.
ELECTION OF DIRECTORS
In accordance with the Company's By-Laws and Massachusetts law, the
Board of Directors is divided into three approximately equal classes, with
each Director serving for a term of three years. As a consequence, the term
of only one class of directors expires each year, and their successors are
elected for terms of three years. The Board of Directors is presently
comprised of 14 members as follows:
Class I: Marshall M. Criser, Thomas E. Dailey, Arthur J. Fox, Jr.,
James M. Markert and Nancy Hawthorne are the five nominees
for election at this Annual Meeting to serve until the 1997
Annual Meeting of Stockholders and until their successors
are chosen and qualified.
Class II: Richard J. Boushka, Marshall A. Jacobs and Bart W. Perini
were the three nominees elected as directors at the 1992
Annual Meeting to serve until the 1995 Annual Meeting of
Stockholders and until their successors are chosen and
qualified. Jane E. Newman was elected a Class II Director
by the Board of Directors on September 10, 1992 and will
serve until the 1995 Annual Meeting of Stockholders.
Class III: Albert A. Dorman, Robert M. Jenney, John J. McHale, David B.
Perini and Joseph R. Perini were the five nominees elected
as directors at the 1993 Annual Meeting to serve until the
1996 Annual Meeting of Stockholders and until their
successors are chosen and qualified.
Unless otherwise noted thereon, proxies solicited hereby will be voted
for the election of Messrs. Criser, Dailey, Fox, Markert and Ms. Hawthorne as
directors to hold office until the 1997 Annual Meeting of Stockholders and
until their successors are chosen and qualified. The Board of Directors does
not contemplate that any nominee will be unable to serve as a director for
any reason, but, if that should occur prior to the meeting, the proxy holders
will select another person in his place and stead. Information regarding
these nominees for election as directors, as well as each director whose term
is not scheduled to expire until the 1995 and 1996 Annual Meeting of
Stockholders is set forth below.
Ownership of Common Stock by Directors and Officers
The following table sets forth certain information concerning beneficial
ownership as of March 4, 1994 of the Common Stock of the Company by each
director and named executive officer of the Company, and by all directors and
executive officers of the Company as a group. Also, included in the table
with respect to each director is his principal occupation or employment
during the past five years, his age and the period during which he has served
as director of the Company.
<TABLE>
Number of Shares of Common Stock
of the Company Beneficially Owned
On March 4, 1994(1)(2)
-------------------------------------------
Period
During
Which Sole
He Has Voting
Name and Served and
Principal Occupation as a Investment Percentage
For The Past Five Years Age Director Power Shared Aggregate of Class
- ----------------------- --- -------- ---------- ------ --------- ----------
<S> <C> <C> <C> <C> <C> <C>
David B. Perini(3)(6) 56 1970 97,701(8) 266,679(9) 364,380 8.41%
Chairman, President and to date
Chief Executive Officer
Joseph R. Perini(3)(4) 63 1961 66,070(10) 0 66,070 1.53
Formerly Vice Chairman to date
& Senior Vice President
John J. McHale(5) 71 1962 1,401(11) 0 1,401 *
Formerly Deputy to date
Chairman, Montreal
Baseball Club Ltd.
Robert M. Jenney(3)(4) 75 1971 1,701(11) 0 1,701 *
President, Jenney to date
Oil Co., Inc.
Marshall A. Jacobs(3)(5) 74 1972 1,401(11) 0 1,401 *
Of Counsel, Law Firm of to date
Jacobs Persinger &
Parker, formerly Senior
Partner
Richard J. Boushka 59 1975 2,201(11) 0 2,201 *
(5)(6)(7) to date
Principal, Boushka
Properties, a private
investment firm
Bart W. Perini 54 1971 to 9,684(12) 205,449(13) 215,133 5.18
President and Chief 1976 &
Operating Officer of 1979
Perini Land and to date
Development Company
Marshall M. Criser(4)(7) 65 1985 1,401(11) 0 1,401 *
Chairman, Law firm of to date
Mahoney Adams and Criser;
President Emeritus,
University of Florida
James M. Markert(7) 60 1985 13,629(14) 0 13,629 *
Senior Vice President, to date
Finance & Administration
Thomas E. Dailey 61 1986 32,946(15) 0 32,946 *
Executive Vice President, to date
Construction
Arthur J. Fox, Jr.(5)(6) 70 1989 1,564(16) 0 1,564 *
Managing Director, to date
Construction Industry
Presidents Forum;
Editor Emeritus,
Engineering News-Record
Jane E. Newman(4) 48 1992 580(17) 0 580 *
President, Coastal to date
Broadcasting Corp.,
formerly Assistant to the
President of the U.S.
(1989-1991)
Albert A. Dorman(4) 67 March 1993 503(18) 0 503 *
Founding Chairman AECOM
Technology Corporation
Nancy Hawthorne 42 December 196(19) 0 196 *
Senior Vice President & 1993
Chief Financial Officer
Continental Cablevision
John H. Schwarz 55 - 4,331(20) 0 4,331 *
Chief Executive Officer
Perini Land and
Development Company
All directors and executive 238,427 266,679(21) 505,106 11.66%
officers as a group (15
persons)
</TABLE>
*Less than one percent
(1) Beneficial ownership is the direct or indirect ownership of Common Stock
of the Company including the right to control the vote or investment of
or acquire such Common Stock (for example, through the conversion of
shares of the Company's $2.125 Depositary Convertible Exchangeable
Preferred Shares, exercise of options or various trust arrangements)
within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934. The shares owned by each person or by the group, and the shares
included in the total number of shares outstanding have been adjusted in
accordance with said Rule 13d-3. The aggregate percentage owned has
been determined by dividing the aggregate total of shares owned by each
person, or by the group, by the number of shares of Common Stock of the
Company outstanding on March 5, 1993.
(2) The table does not include an aggregate of 13,680 shares allocated to
directors and named executive officers under the terms of the Perini
Corporation Employee Stock Ownership Plan.
(3) Member of the Executive Committee.
(4) Member of the Audit Committee.
(5) Member of the Compensation Committee.
(6) Member of the Nominating Committee.
(7) Member of the Special Committee.
(8) Includes 11,223 shares in his children's names for which he has Power of
Attorney giving him voting power. Includes 216 shares held by David B.
Perini as Guardian for one of his children. Includes 27,300 shares for
which Mr. Perini holds options. Includes 463 shares of Common Stock
resulting from the assumed conversion of 700 shares of Convertible
Preferred Stock (.662) shares of Common Stock for each share of
Preferred Stock).
(9) David B. Perini disclaims beneficial ownership in all but 56,499 of such
266,679 shares. Includes 205,449 shares, as to which Mr. Perini
disclaims beneficial interest, held by The Perini Memorial Foundation,
Inc., a Massachusetts charitable corporation ("The Perini Foundation"),
of which David B. Perini is an officer and director. The wife of Mr.
Perini owns 3,029 of such shares in her name and 1,503 shares in her
name as Trustee for one of their children, as to all of which shares Mr.
Perini disclaims beneficial ownership. Includes 56,499 shares, held in
a testamentary trust established under the will of Louis R. Perini Sr.
David B. Perini is one of four trustees of such trust and is one of the
beneficiaries of this trust. Includes 199 shares of Common Stock
resulting from the assumed conversion of 300 shares of Convertible
Preferred Stock (.662 shares of Common Stock for each share of Preferred
Stock).
(10) Includes 2,648 shares of Common Stock resulting from the assumed
conversion of 4,000 shares of Convertible Preferred Stock (.662 shares
of Common Stock for each share of Preferred Stock).
(11) Includes 366 shares awarded on May 19, 1988 and 835 shares awarded on
May 16, 1991 pursuant to the 1988 Perini Corporation Restricted Stock
Plan for Outside Directors. See "Directors Compensation" on page 16.
(12) Includes 4,850 shares for which Mr. Perini holds options.
(13) Includes 205,449 shares, as to which Mr. Perini disclaims any beneficial
interest, held by The Perini Foundation, of which Bart W. Perini is an
officer and director.
(14) Includes 9,300 shares for which Mr. Markert holds options.
(15) Includes 9,300 shares for which Mr. Dailey holds options.
(16) Includes 214 shares awarded on March 21, 1989 and 835 shares awarded on
May 16, 1991 pursuant to the 1988 Perini Corporation Restricted Stock
Plan for Outside Directors. See "Directors Compensation" on page 16.
(17) These shares were awarded on September 10, 1992 pursuant to the 1988
Perini Corporation Restricted Stock Plan for Outside Directors. See
"Directors Compensation" on page 16.
(18) Includes 303 shares awarded on March 10, 1993 pursuant to the 1988
Perini Corporation Restricted Stock Plan for Outside Directors. See
"Directors Compensation" on page 16.
(19) These shares were awarded December 7, 1993 pursuant to the 1988 Perini
Corporation Restricted Stock Plan for Outside Directors. See "Directors
Compensation" on page 16.
(20) Includes 4,050 shares for which Mr. Schwarz holds options.
(21) The number of shares beneficially owned by all nominees for director and
corporate officers as a group (see Note 1 above) has been adjusted to
eliminate the duplicate inclusion of 205,449 shares owned by The Perini
Foundation.
David B. Perini, Joseph R. Perini and Bart W. Perini are first cousins.
The Board of Directors met nine times during 1993. The Board of
Directors has a Compensation Committee, the duties of which are summarized in
"The Compensation Committee Report" on pages 9 to 11 herein. The Committee
held four meetings during 1993. The Board also has an Audit Committee, the
duties of which are to oversee the audit function of the Company's
independent certified public accountants, to review periodically significant
financial information relating to the Company and to act as a communication
link between the Board of Directors and such certified public accountants.
The Audit Committee met twice during 1993. The Board of Directors has a
Nominating Committee which met once during 1993. This Committee does not
accept nominations from shareholders. The Board of Directors has an
Executive Committee. This Committee did not meet in 1993. The Board of
Directors has a Special Committee, the duties of which are to review on
behalf of the Board, and make recommendations to the Board with respect to,
agreements entered into by the Company with Pacific Gateway Properties, Inc.
The Special Committee did not meet during 1993. The members of each such
committee are identified in the above table. During 1993 all of the
directors of the Company attended at least 75% of the meetings of the Board
of Directors and its committees of which they are members.
Except as set forth below, none of the nominees is a director of any
company which is subject to the reporting requirements of the Securities
Exchange Act of 1934 or which is a registered investment company under the
Investment Company Act of 1940.
Name of Nominee Director of
--------------- -----------
Richard J. Boushka . . . . . . . . . . Tremont Corporation
Marshall M. Criser . . . . . . . . . . Barnett Banks, Inc.
Bell South Corporation
FPL Group, Inc.
Marshall A. Jacobs . . . . . . . . . . Pacific Gateway Properties,
Inc.
Jane E. Newman . . . . . . . . . . . . New England Telephone Co.
Fleet Bank - New Hampshire
Consumers Water Company
Public Service Co. of N.H.
David B. Perini . . . . . . . . . . . New England Telephone Co.
State Street Boston Corp.
Joseph R. Perini . . . . . . . . . . . First Financial Trust, N.A.
Certain Other Beneficial Holders
The following table sets forth certain information concerning beneficial
ownership as of March 4, 1994 of the Common Stock of the Company by certain
other holders of in excess of 5% of the Common Stock of the Company.
According to the information available to the Board of Directors no
person owns of record or beneficially more than 5% of the outstanding Common
Stock of the Company except as set forth below and except for David B. Perini
and Bart W. Perini as set forth in the table relating to "Election of
Directors" on pages 2, 3 and 4.
<TABLE>
Number of Shares of Common Stock
of the Company Beneficially Owned
On March 4, 1994(1)
------------------------------------------
Sole
Voting
and
Investing Percentage
Name Address Power Shared Aggregate of Class
---- ------- --------- ------ --------- ----------
<S> <C> <C> <C> <C> <C>
Perini Corporation 73 Mt. Wayte Avenue
Employee Stock Framingham, MA 01701
Ownership Trust
("ESOT")(2) 241,973 315,491(3) 557,464 12.87%
Quest Advisory Corp. 1414 Avenue of the Americas 319,100(4) 0 319,100 7.37%
New York, NY 10019
Tutor-Saliba Corp. c/o Ronald N. Tutor 278,218(5) 0 278,218 6.42%
15901 Olden Street
Sylmar, CA 91342
</TABLE>
(1) See footnote (1) on page 5.
(2) Robert E. Higgins, Kenneth A. Isaacs and John E. Chiaverini are Trustees
of the Perini Corporation ESOT and are members of the Committee
empowered to administer the Perini Corporation Employee Stock Ownership
Plan ("ESOP") under the terms thereof.
(3) These shares held by the Trust have been allocated to the accounts of
participants in the Perini Corporation Employee Stock Ownership Plan.
(4) Based on information contained in Schedule 13G of Quest Advisory Corp.
and Quest Advisory Co., a General Partnership and Charles H. Royce dated
February 17, 1994.
(5) Based on information contained in Schedule 13D of Tutor-Saliba
Corporation dated May 4, 1993. In addition, a Schedule 13D was filed on
May 4, 1993 by Ronald N. Tutor reporting his ownership of 5,300 shares
or .1%.
THE COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Company consists of four Directors,
none of whom is an employee or an officer of the Company. The principal
powers and duties of the Compensation Committee as established by the Board
of Directors are:
1. To recommend to the Board of Directors for its approval the base
salary of the Chief Executive Officer ("CEO") and to review and
approve the salary recommendations of the CEO with respect to other
members of top management;
2. To recommend to the Board of Directors the annual profit target for
the Company for the purpose of determining incentive compensation
awards under the provisions of the Amended and Restated General
Incentive Compensation Plan, for those included in the Company
pool; and
3. To administer the Amended and Restated General and Construction
Business Unit Incentive Compensation Plans; such administration
shall include the power to (i) approve Participants' participation
in the Plans, (ii) establish performance goals, (iii) determine if
and when any bonuses shall be paid, (iv) pay out any bonuses, in
cash or stock or a combination thereof, as the Committee shall
determine from year to year, (v) construe and interpret the Plans,
and establish rules and regulations and perform all other acts it
believes reasonable and proper.
Executive Compensation Policies in 1993
In May of 1993, the Compensation Committee reviewed the recommendation
of the CEO with respect to base salaries of 21 senior officers and approved
raises of 4% to 6% per annum of such salaries with a weighted average
increase of slightly less than 5% per annum. While there was a detailed
discussion with the CEO as to several of his recommendations, none of them
was changed. The action of the Committee in approving base salary
adjustments was subjective and not linked to any financial goals such as
corporate net income, return on equity, cash flow or stock price.
When meeting with the CEO with respect to his recommendations of senior
officer base salaries, the Committee had the benefit of the advice of its
outside compensation consultant. He was present throughout and noted how
difficult it is to find a corporation with the same mix of business as the
Company, making a comparison with other construction companies not always
meaningful. The Committee strives to maintain corporate base salaries and
the total compensation packages of its executives at least at the median of
those of other construction companies with whom it competes. While
recognizing that it may be difficult to find other companies with the same
mix of business as the Company, the Committee, nevertheless, believed that a
comparison with other construction companies was appropriate because the most
substantial portion of the business of the Company is in the construction
area. The construction companies used for comparison for compensation
purposes are not the same companies which make up the construction peer group
shown in the Performance Graph as set forth below.
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over
$1,000,000 paid to the Company's Chief Executive Officer and four other most
highly compensated executive officers. The Compensation Committee has not
established any policy regarding annual compensation to such executive
officers in excess of $1,000,000.
Compensation of the Chief Executive in 1993
In May of 1993, the Committee recommended to the Board of Directors,
which approved the recommendation, that the base salary of the CEO be
increased by $20,000 per annum from $380,000 to $400,000 (an increase of
approximately 5 1/4%). At the meeting, which determined the recommended
increase for the CEO, the Committee once again was advised by its outside
compensation consultant who noted that the CEO, because of the structure of
the Incentive Compensation Plan of the Company, could not expect to receive
incentive compensation comparable to amounts received by several other
Company executives unless the Company overall was more profitable and the
construction operations were more profitable. Incentive compensation awards
authorized by the Committee in 1993 on account of 1992 operations provided
for five executives to receive larger amounts of incentive compensation than
the CEO, and it was deemed likely that a similar situation might prevail with
respect to incentive compensation payments on account of 1993 operations.
The fixing of the base salary of the CEO was subjective. When the CEO's
total compensation package was considered, including the increase in base
salary to $400,000, the Committee believed that it was less than those of
most of its competitors in the construction industry.
The Incentive Compensation Plan of the Company
The Incentive Compensation Plan is an integral part of the total
compensation package of the CEO, the approximately 21 executives whose
salaries are reviewed by the Compensation Committee, and at least 80 other
employees of the Company. Eligibility and designated levels of participation
are determined by CEO subject to Compensation Committee approval.
Eligibility to participate under the Plan is limited to individuals who are
executives, managers and key employees to the Company and its wholly-owned
subsidiaries, whose duties and responsibilities provide them the opportunity
to (i) make a material and significant impact to the financial performance of
the Company; (ii) have major responsibility in the control of the corporate
assets; and (iii) provide critical staff support necessary to enhance
operating profitability.
Participants can achieve incentive compensation awards ranging from zero
to as much as 100% of base salary depending basically on the performance of
the participant's business unit compared to targets established by the
Compensation Committee and each participant's level of participation, which
is also established by the Compensation Committee. The mechanisms of the
Plan are expressed in terms of level of participation, points deriving
therefrom calculated on base salary, and achievements, principally in the
financial area, of goals such as budgeted net income, budgeted cash flow, and
budgeted pre-tax construction profits on a unit by unit basis. The members
of the management group, which include the CEO and two senior vice
presidents, earn incentive compensation solely with reference to the above
goals on a total company basis. In some cases, an individual's participation
is divided between two units such as the management group and a business
unit.
No sums attributed to a participant in the Incentive Compensation Plan
become vested until the Compensation Committee approves the payment, usually
in March of each year. At the discretion of the Committee, payment can be
made in cash, stock or a combination of cash and stock.
In 1993, on account of 1992 operations, the Committee, in March,
approved payment of $4,180,000 in incentive compensation payments to 99
participants, including the CEO who received $226,000 and 20 of the 21 senior
officers who received $2,542,400. Payment was half in stock of the Company
and half in cash.
In addition, $1,492,000 was paid on account of accrued but unpaid
incentive compensation for years prior to 1992. In 1992, the Committee
determined to abolish the concept of accruing Incentive Compensation for
Participants in excess of the maximum annual amounts which could be paid.
Such excess amounts were generally payable over the next succeeding five
years.
In 1994, the Committee has authorized the payment of $1,754,000 of
Incentive Compensation payments for 1993 operations in three equal
installments in April, August and December, 1994 to 39 participants,
excluding participants in the real estate group. The CEO and one senior vice
president will receive no incentive compensation payment for 1993 operations
and 7 of the 19 other senior executives will also receive no payment. In
1994, $967,000 may be paid on account of accrued and unpaid incentive
compensation (the Committee will decide this matter in December, 1994) and,
if paid, there will be a balance remaining to be paid in future years of
$1,997,000. Payment of incentive compensation awards in 1994 will be paid
41% in cash and 59% in common stock (valued at the average fair market value
over the five business days preceding one business day prior to payment).
The Incentive Compensation Plan for the real estate group is based on
cash flow of the unit. The real estate group is being downsized and one of
its primary goals is to achieve cash flow so that debt may be serviced or
extinguished. In 1993, 17 different employees in the real estate group
received a total of $297,600 on account of 1992 operations and $40,000 on
account of accrued but unpaid incentive compensation. In 1994, 13 employees
in the real estate group will receive $319,000 on account of 1993 operations
in three equal installments in April, August and December, 1994. Of the 29
cash flow goals established for 1993 which consisted of net cash received
from specified sales of assets and refinancing of debt, 16 were accomplished
and 13 were not. In 1994, $45,000 may be paid on account of accrued and
unpaid incentive compensation (the Committee will decide this matter in
December, 1994) and, if paid, there will be a balance remaining to be paid in
future years of $37,000. Payment of incentive compensation awards in 1994
will be paid 41% in cash and 59% in common stock (valued at the average fair
market value over the five business days preceding one business day prior to
payment).
COMPENSATION COMMITTEE
Marshall A. Jacobs, Chairman
Richard J. Boushka
Arthur J. Fox, Jr.
John J. McHale
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table shows, for the years ended December 31, 1993, 1992
and 1991, the cash compensation paid by the Company and its subsidiaries, as
well as certain other compensation paid or accrued for those years, to the
Chief Executive Officer and each of the three other most highly compensated
executive officers of the Company whose salary and bonus exceeded $100,000
(the "Named Executive Officers") in all capacities in which they served.
<TABLE>
Summary Compensation Table
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
----------------------- ---------- ----------
Number of
Securities Long-Term
Underlying Performance
Name and Options Units - All Other
Principal Position Year Salary Bonus Other Granted Payout Compensation
- ------------------ ---- ------ ----- ----- ---------- ----------- ------------
(1) (2) (3)
<S> <C> <C> <C> <C> <C> <C> <C>
David B. Perini 1993 $393,100 $ - $ - - $ - $5,800
Chairman, President and Chief 1992 376,700 226,000 - 20,000 139,000 6,700
Executive Officer 1991 351,000 158,000 - 25,000 - 3,800
Thomas E. Dailey(4) 1993 292,500 98,498 - - - 4,300
Executive Vice President, 1992 275,300 413,000 - 12,000 170,000 5,000
Construction 1991 257,500 386,200 - 5,000 46,400 2,900
James M. Markert 1993 232,100 - - - - 3,400
Senior Vice President, Finance & 1992 224,400 112,000 - 12,000 55,700 4,600
Administration 1991 212,000 85,000 - 5,000 - 2,400
John H. Schwarz(5) 1993 180,200 83,500 - - - 2,600
Chief Executive Officer, Perini 1992 158,200 79,000 - 12,000 - 2,900
Land & Development Co. 1991 - - - - - -
</TABLE>
(1) Of the total bonus (or incentive compensation) reported for each of the
Named Executive Officers, a portion has been paid in shares of the
Company's Common Stock as follows: 59% of the 1993 amount, 50% of the
1992 amount and 60% of the 1991 amount. The remaining amounts were paid
in cash. Mr. Dailey's 1993 bonus will be paid in December, 1994. Mr.
Schwarz's bonus includes $45,000 of accrued bonus carryforward from
prior years that may be paid on December, 1994. The balance of $38,500
will be paid in three equal installments in April, August and December,
1994. Payments of the 1992 and 1991 bonuses were made in April, 1993
and April 1992, respectively.
(2) Other annual compensation does not include a dollar amount which the
Company is unable to quantify, but which is estimated at not more than
the lesser of $50,000 or 10% of the compensation reported for each
executive officer, resulting from executive perquisites which may be of
personal benefit to such individuals.
(3) All other compensation represents estimated annual Company 401(k) and
ESOP retirement contributions and, in 1993, consists of the following
amounts, respectively, for each of the Named Executive Officers; Mr.
Perini ($2,100 and $3,700), Mr. Dailey ($1,500 and $2,800), Mr. Markert
($1,200 and $2,200), and Mr. Schwarz ($900 and $1,700).
(4) Mr. Dailey retired effective December 31, 1993. In connection
therewith, the Company entered into an agreement with Mr. Dailey
covering future consulting services, as defined, for a twelve month
period commencing January 1, 1994 at a monthly rate of $12,900.
(5) Mr. Schwarz became an Executive Officer on April 22, 1992. Compensation
amounts include compensation for the fiscal year 1992 earned prior to
Mr. Schwarz becoming an executive officer.
Stock Options
There were no stock options granted during the year ended December 31,
1993 under the Company's 1982 Stock Option Plan to the Named Executive
Officers.
Option Exercises and Holdings
The following table sets forth information with respect to the Named
Executive Officers, concerning the exercise of options during the year
December 31, 1993 and unexercised options held as of December 31, 1993:
<TABLE>
Aggregated Option Exercises in the Last Fiscal Year
and Fiscal Year-End Option Values
Number of
Securities Value of Unexercised In-
Underlying Number of Unexercised Options at the-Money Options at
Shares Fiscal Year-End Fiscal Year-End(1)
Acquired Value -------------------------------- ------------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David B. Perini 0 $0 27,300 32,500 $7,000 $ 7,000
Thomas E. Dailey 0 0 9,300 14,500 1,400 1,400
James M. Markert 0 0 9,300 14,500 1,400 1,400
John H. Schwarz 0 0 4,050 13,250 700 700
</TABLE>
(1) Market value of common stock at year-end, minus the exercise price.
Long-Term Performance Units
Under the Performance Unit award feature of the 1982 Long-Term Plan, key
employees may be contingently awarded a number of units which will be earned
if specified financial performance goals are attained. A Performance Unit
will give an employee the right to receive up to a maximum of 200% of the
amount of the Performance Unit (nominally valued at $100) at the end of a
specified period depending on the level of achievement of the specified
financial performance goals.
No awards were made under the terms of this Plan in 1991, 1992 and 1993
and the Company has no current plans to award such performance units in the
future.
Pension Plan Disclosure
The following table sets forth pension benefits payable based on an
employee's remuneration ("final average earnings") and "years of service" as
defined under the Company's non-contributory Retirement Plan ("the Plan") for
all its full-time employees and to the extent covered remuneration is limited
by the Internal Revenue Code of 1986, as amended, pension benefits payable
have been augmented based on the Company's Benefit Equalization Plan:
Pension Plan Table -
Estimated Annual Pension Benefits (2) for
Years of Service Indicated(3)
------------------------------------------
Remuneration(1) 15 20 25 30 35
- ------------ -- -- -- -- --
$125,000 $25,560 $ 34,080$ 42,600 $ 42,600 $ 42,600
150,000 31,185 41,580 51,975 51,975 51,975
175,000 36,810 49,080 61,350 61,350 61,350
200,000 42,435 56,580 70,725 70,725 70,725
225,000 48,060 64,080 80,100 80,100 80,100
250,000 53,685 71,580 89,475 89,475 89,475
300,000 64,935 86,580 108,225 108,225 108,225
400,000 87,435 116,580 145,725 145,725 145,725
500,000 109,935 146,580 183,225 183,225 183,225
(1) Remuneration covered by the Plan and the Benefit Equalization Plan is
limited to an employee's annual salary and for the Named Executive
Officers is limited to the amounts in the Annual Salary column included
in the Summary Compensation Table on page 10.
(2) The estimated annual benefits are calculated on a straight-line annuity
basis and are not subject to any further deductions for social security
since the Plan formula integrates the calculation of the benefits with
certain adjustments for Social Security, as defined.
(3) The years of service for the Named Executive Officers are as follows:
D.B. Perini (31 years), T.E. Dailey (33 years), J.M. Markert (9 years)
and J.H. Schwarz (14 years).
Performance Graph
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
Among Perini Corporation, AMEX Market Value Index,
and Selected Construction and Real Estate Peer Groups
Measurement Period Perini AMEX Real
Fiscal Year Covered Corp. Index Construction Estate
- ------------------- ------ ----- ------------ ------
Measurement Pt. 1/1/89 $100 $100 $100 $100
12/31/89 111 128 114 108
12/31/90 27 108 98 64
12/31/91 39 133 108 82
12/31/92 60 135 113 75
12/31/93 39 160 145 79
(1) The above graph compares the performance of Perini Corporation
("Perini") with that of the American Stock Exchange Market Value Index
("AMEX") and selected Construction and Real Estate Peer Groups.
Companies in the Construction Peer Group Index ("Construction") are as
follows: Guy F. Atkinson Company, Banister, Inc., Blount Construction,
Kasler Corporation, Morrison Knudsen Corporation and Turner Corporation.
Companies in the Real Estate Peer Group Index ("Real Estate") are as
follows: Koger Properties, Newhall Land and Farming Company, AMREP
Corporation, FPA Corporation, Major Realty Corporation, Deltona
Corporation, Christiana Companies, Rouse Company, and Mission West
Properties.
(2) The comparison of total return on investment (change in year end stock
price plus reinvested dividends) for each of the periods assumes that
$100 was invested on January 1, 1989, in each of Perini Corporation, the
American Stock Exchange Market Value Index and selected Construction and
Real Estate Peer Groups, with investment weighted on the basis of market
capitalization.
Directors Compensation
Outside directors of the Company are paid fees at an annual rate of
$14,000, plus $750 per Board meeting attended, as well as $750 per Committee
meeting attended for members of the Executive, Audit, Compensation,
Nominating and Special Committees. Prior to July 1, 1993, the directors were
paid fees at an annual rate of $12,000 plus $600 per Board meeting attended,
as well as $600 per committee meeting attended. In addition, on May 16,
1991, the Outside Directors at that time, Messrs. John J. McHale, Robert M.
Jenney, Marshall A. Jacobs, Richard J. Boushka, Marshall M. Criser and Arthur
J. Fox, Jr., were granted awards under the 1988 Perini Corporation Restricted
Stock Plan for Outside Directors of 835 common shares each, subject to
certain specified investment restrictions which expire on May 15, 1994, for
zero consideration, and on September 10, 1992, 580 shares were granted to
Jane E. Newman, on March 10, 1993, 303 shares were granted to Albert A.
Dorman, and on December 7, 1993, 196 shares were granted to Nancy Hawthorne,
all on a pro rata basis, but otherwise under similar terms. Based on a price
equivalent to the average of the high and low prices prevailing on the
American Stock Exchange on the respective grant dates, the market value of
the grants approximated $12,000 per participant on the respective award dates
before the impact of the pro rata adjustment.
Certain Transactions
During 1984 the Company transferred certain income-producing real estate
properties and joint venture interests to a new company, Perini Investment
Properties, Inc. and distributed the common stock of that company to the
Company's shareholders on a share-for-share basis. In 1992, that company
changed its name to "Pacific Gateway Properties, Inc." ("PGP"), reflecting
PGP's West Coast focus and minimal ongoing interdependence with the Company.
Initially, a majority of PGP's directors were also directors of the
Company and the two companies also had the same controlling stockholder
group. Effective May 16, 1985, the Board of Directors of the Company
established a Special Committee, consisting of three directors who hold no
position with PGP, to review on behalf of, and report to the Board with
respect to agreements entered into by the Company and PGP. The Special
Committee makes its report to the Board of Directors, and the unaffiliated
directors (directors who are not Perini Corporation employees and have no
affiliation with PGP) vote on whether or not to proceed with the transactions
as described. Currently, the two companies only have one common director.
The Company, through its wholly-owned subsidiary Perini Land and
Development Company, and PGP are general partners in certain real estate
joint ventures. The following table summarizes the names of the joint
ventures, approximate percentage interest of each and designation of the
managing partner.
Percentage Interest
-------------------
Name of Joint Ventures Company PGP
- ---------------------- ------- ---
Rincon Center Associates (a California limited 46%(1) 23%
partnership)
Southwest Villages(2) (an Arizona general 40% 40%
partnership)
(1) Designated as managing partner.
(2) During 1993, the project was sold, subject to both the Company and PGP
retaining an obligation to repay $2.2 million each of the project's debt
over a 7-year period.
Other than Rincon Center, where the two parties have an ongoing
relationship in a specific project (see Note 11 to the Notes to the
Consolidated Financial Statements where PGP is the other general partner
referred to in the first real estate development joint venture for additional
information on this relationship), there are no longer any material business
relationships between the Company and PGP.
The Company utilized the services of the law firm of Jacobs Persinger &
Parker (of which Marshall A. Jacobs is of Counsel), among other firms, during
the last fiscal year and it is anticipated that the Company will continue to
do so during the current year. During 1993, the Company paid Jacobs
Persinger & Parker approximately $122,300 for legal services and related
expenses.
Relationship with Independent Public Accountants
Arthur Andersen & Co. has audited the accounts of the Company and its
subsidiaries since 1960 and has been appointed by the Board of Directors to
continue in that capacity during 1994.
Representatives of Arthur Andersen & Co. will be present at the Annual
Meeting of Stockholders of the Company and will be available to respond to
appropriate questions and to make a statement if they desire to do so.
B.
AMENDMENT OF RESTATED ARTICLES OF ORGANIZATION
TO INCREASE AUTHORIZED COMMON STOCK
The Board of Directors has proposed an amendment to Article Three
of the Restated Articles of Organization of the Company to increase its
authorized Common Stock, $1.00 par value, from 7,500,000 to 15,000,000
shares.
The Restated Articles or Organization presently authorize the
issuance of 7,500,000 shares of Common Stock, $1.00 par value, and 1,000,000
shares of Preferred Stock, $1.00 par value. As of February 28, 1994,
4,330,807 shares of Common Stock and 100,000 shares of $21.25 Convertible
Exchangeable Preferred Stock were issued and outstanding, 481,610 shares of
Common Stock were reserved for issuance under the Company's 1982 Stock Option
Plan, 662,252 shares of Common Stock were reserved for issuance under the
conversion feature of the Convertible Exchangeable Preferred Stock referred
to above and 1,370,978 shares of Common Stock were available for future
issuance for proper corporate purposes.
The Board of Directors believes that it is in the best interest of
the Company to increase the number of authorized shares of Common Stock to
make additional shares available for issuance from time to time for proper
corporate purposes including, but not limited to, stock splits, stock
dividends, funding employee benefit plans, raising equity capital and
financing of future acquisitions. If authorized, the additional shares of
Common Stock may be issued at the discretion of the Board of Directors for
any proper corporate purpose without further action of the stockholders,
except where stockholder approval might otherwise be required by law or by
the terms of agreement which might in the future exist between the Company
and any securities exchange on which its securities may then be listed. The
issuance of additional shares of Common Stock may cause a dilution in the
equity and earnings of the present stockholders.
The Company has no present plans or commitments for the issuance of
any of the additional shares of Common Stock proposed to be authorized and is
not presently negotiating any transaction contemplating the issuance thereof.
The Board of Directors recommends approval of the amendment to the
Restated Articles of Organization increasing the number of shares of
authorized Common Stock from 7,500,000 to 15,000,000. Adoption of this
proposed amendment will require the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock.
All proxies will be voted in accordance with the instructions contained
therein. If no instruction is given, the proxies will be voted FOR the
proposal to amend the Restated Articles of Organization. A stockholder who
abstains from a vote by registering an abstention vote will be deemed present
at the meeting for quorum purposes but will not be deemed to have voted on
the particular matter. Similarly, in the event a nominee holding shares for
beneficial owners votes on certain matters pursuant to discretionary
authority or instructions from beneficial owners, but with respect to one or
more other matters does not receive instructions from beneficial owners and
does not exercise discretionary authority (a so-called "non-vote"), the
shares held by the nominee will be deemed present at the meeting for quorum
purposes but will not be deemed to have voted on such other matters. Thus,
on the vote for the proposal to elect directors, where the outcome depends on
the votes cast, abstentions and non-votes will have no effect. However, on
the proposal to amend the Certificate of Incorporation, where approval
depends upon the favorable vote of a majority of the total voting power of
the outstanding Common Stock, abstentions and non-votes will have the effect
of votes against the proposal.
C.
OTHER MATTERS
The Board of Directors knows of no other matters which are likely to be
brought before the meeting. However, if any other matters, of which the
Board of Directors is not aware, are presented to the meeting for action, it
is the intention of the persons named in the accompanying form of proxy to
vote said proxy in accordance with their judgement on such matters.
The Company will bear the cost of solicitation of proxies. The
solicitation of proxies by mail may be followed by telephone or oral
solicitation of certain stockholders and brokers.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
ARE URGED TO FILL IN, SIGN, DATE AND RETURN THE ACCOMPANYING FORM OF PROXY IN
THE ENCLOSED ENVELOPE.
By order of the Board of Directors
Robert E. Higgins
Secretary
Framingham, Massachusetts
April 13, 1994
COMMON PROXY SOLICITED BY THE BOARD OF DIRECTORS OF COMMON
PERINI CORPORATION FOR THE
ANNUAL MEETING OF STOCKHOLDERS - MAY 19, 1994
The undersigned hereby appoints David B. Perini, James M. Markert and
Robert E. Higgins and any of them, as Proxies, each with the power to appoint
his or her substitute, and hereby authorizes them to represent and to vote,
as designated herein, all the shares of common stock of Perini Corporation
held by the undersigned at the annual meeting of stockholders to be held at
State Street Bank and Trust Company, Enterprise Room, 5th Floor, 225 Franklin
Street, Boston, Massachusetts, on Thursday, May 19, 1994 at 10:00 a.m. or any
adjournment thereof.
UNLESS OTHERWISE SPECIFIED, THE UNDERSIGNED VOTE WILL BE CAST "FOR"
PROPOSAL 1, THE ELECTION OF DIRECTORS AS SET FORTH HEREIN AND "FOR" PROPOSAL
2 AS SET FORTH HEREIN. THE PROXIES ARE HEREBY AUTHORIZED TO VOTE IN THEIR
DISCRETION ON SUCH MATTERS AS MAY PROPERLY COME BEFORE THIS MEETING.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign exactly as your name appears on this card. If stock is held in
the name of more than one person, all holders should sign. Persons signing
in a fiduciary should include their title as such.
Has your address changed? Do you have any comments?
- ------------------------- -------------------------
- ------------------------- -------------------------
[X] Please mark votes as in this example
1) The election of five (5) Class I Directors FOR ALL
as described in the proxy statement of FOR WITHHELD EXCEPT
the Board of Directors to serve until the [ ] [ ] [ ]
1997 Annual Meeting.
Marshall M. Criser, Thomas E. Dailey,
Arthur J. Fox, Jr., James M. Markert
and Nancy Hawthorne
If you do not wish you shares voted "FOR"
a particular nominee, mark the "For All
Except" box and strike a line through the
nominee(s) name. Your remaining shares
will be voted "For" the remaining
nominees.
2) To consider and take action on certain FOR AGAINST ABSTAIN
changes to the restated Articles of [ ] [ ] [ ]
Organization of The Company, as heretofore
amended, to increase the number of
authorized shares of Common Stock, $1.00
Par Value, from 7,500,000 to 15,000,000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR PROPOSALS 1 AND 2.
RECORD DATE SHARES:
REGISTRATION
Please be sure to sign and date this proxy.
Date
Shareholder sign here Co-owner sign here
Mark box at right if address change has been [ ]
noted on the reverse side of this card.
ESOP PROXY SOLICITED BY THE TRUSTEES OF THE ESOP
PERINI CORPORATION EMPLOYEE STOCK OWNERSHIP TRUST FOR THE
ANNUAL MEETING OF STOCKHOLDERS - MAY 19, 1994
The undersigned hereby appoints John E. Chiaverini, Robert E. Higgins
and Kenneth A. Isaacs, the Trustees of the Perini Corporation Employee Stock
Ownership Trust, as Proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated herein,
all the shares of common stock of Perini Corporation held by them, on behalf
of the undersigned at the annual meeting of stockholders to be held at State
Street Bank and Trust Company, Enterprise Room, 5th Floor, 225 Franklin
Street, Boston, Massachusetts, on Thursday, May 19, 1994 at 10:00 a.m. or any
adjournment thereof.
UNLESS OTHERWISE SPECIFIED, THE UNDERSIGNED VOTE WILL BE CAST "FOR" THE
ELECTION OF DIRECTORS AS SET FORTH HEREIN. THE PROXIES ARE HEREBY AUTHORIZED
TO VOTE IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THIS MEETING
[X] Please mark votes as in this example
1) The election of five (5) Class I Directors FOR ALL
as described in the proxy statement of FOR WITHHELD EXCEPT
the Board of Directors to serve until the [ ] [ ] [ ]
1997 Annual Meeting.
Marshall M. Criser, Thomas E. Dailey,
Arthur J. Fox, Jr., James M. Markert
and Nancy Hawthorne
If you do not wish you shares voted "FOR"
a particular nominee, mark the "For All
Except" box and strike a line through the
nominee(s) name. Your remaining shares
will be voted "For" the remaining
nominees.
2) To consider and take action on certain FOR AGAINST ABSTAIN
changes to the restated Articles of [ ] [ ] [ ]
Organization of The Company, as heretofore
amended, to increase the number of
authorized shares of Common Stock, $1.00
Par Value, from 7,500,000 to 15,000,000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR PROPOSALS 1 AND 2.
RECORD DATE SHARES:
REGISTRATION
Please be sure to sign and date this proxy.
Date
Shareholder sign here Co-owner sign here
Mark box at right if address change has been [ ]
noted on the reverse side of this card.
