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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PERINI CORPORATION
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(Exact name of Registrant as specified in its charter)
MASSACHUSETTS
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(State or other jurisdiction of incorporation or organization)
04-1717070
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(I.R.S. Employer Identification No.)
73 MT. WAYTE AVENUE, FRAMINGHAM, MASSACHUSETTS 01701
(508) 628-2000
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
PERINI CORPORATION AMENDED AND RESTATED GENERAL
INCENTIVE COMPENSATION PLAN
PERINI CORPORATION AMENDED AND RESTATED CONSTRUCTION
BUSINESS UNIT INCENTIVE COMPENSATION PLAN
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(Full title of the plans)
DAVID B. PERINI
CHAIRMAN AND PRESIDENT
PERINI CORPORATION
73 MT. WAYTE AVENUE, FRAMINGHAM, MASSACHUSETTS 01701
(508) 628-2000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Thomas W. Jackson, Esq.
Jacobs Persinger & Parker
77 Water Street, New York, New York 10005
(212) 344-1866
Calculation of Registration Fee
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<CAPTION>
Proposed
Title of each maximum
class of Amount Proposed maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered(1) per share(2) price(2) fee
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<S> <C> <C> <C> <C>
Common Stock, 235,000 $13.0625 $3,069,687.50 $1,058.43
$1.00 par value
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<FN>
(1) This Registration Statement also covers such additional Common Shares as
may be issuable under the Perini Corporation Amended and Restated General
Incentive Compensation Plan and Perini Corporation Amended and Restated
Construction Business Unit Incentive Compensation Plan as a result of the
anti-dilution provisions thereof.
(2) Based upon the average of the high and low prices for the shares of Common
Stock as reported on the American Stock Exchange Consolidated Reporting
System on March 31, 1994. See Rule 457(h). Estimated solely for the
purposes of calculating the registration fee.
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The Prospectus included in this Registration Statement in accordance with
Rule 429 under the Securities Act of 1933, as amended, is a combined prospectus
and, in addition to the securities registered hereby, relates to the securities
registered in Registration Statement Nos. 33-46961, 33-53190, 33-60654 and 33-
70206.
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This Registration Statement is registering 235,000 additional shares of
Common Stock, $1.00 par value, for issuance pursuant to the Registrant's Amended
and Restated General Incentive Compensation Plan and Amended and Restated
Construction Business Unit Incentive Compensation Plan.
The contents of Registration Statement Nos. 33-46961, 33-53190, 33-60654
and 33-70206 on Form S-8 are incorporated herein by reference.
Item 8. Exhibits
The following are filed as exhibits to this Registration Statement.
23 Consent of Arthur Andersen & Co., Independent Public Accountants
24 Power of Attorney (contained on Signature Page)
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Perini Corporation (the
"Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 are incorporated in this Registration Statement
by reference:
(i) the Registrant's Annual Report on Form 10-K for 1993 including
the consolidated financial statements and related schedules filed pursuant
to Section 13 of the 1934 Act;
(ii) the Registrant's Proxy Statement, dated April 13, 1994, to be
used in connection with the Annual Meeting of Stockholders to be held on
May 19, 1994; and
(iii) the description of Common Stock of the Registrant contained
under the caption "Capital Stock to be Registered" in Registrant's
Registration Statement on Form 8-A dated May 10, 1973, as supplemented and
updated by Registrant's Current Report on Form 8-K (Date of earliest
reportable event: September 26, 1988), and Registrant's Current Report on
Form 8-K (Date of earliest reportable event: May 17, 1990).
All reports or other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
reports or documents.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Restated Articles of Organization, as amended, of the Registrant
provide for the elimination of liability of directors to the Registrant or its
stockholders for monetary damages for negligent acts or omissions to the extent
permitted by Section 13 of the Business Corporation Law of the Commonwealth of
Massachusetts.
Section 67 of the Business Corporation Law of the Commonwealth of
Massachusetts gives corporations the power to indemnify directors, officers,
employees and other agents and persons under certain circumstances.
The By-laws of the Registrant provide for indemnification of officers,
directors and certain other corporate representatives for all expenses incurred
by them in defense of any proceeding or lawsuit in which they are successful on
the merits. In such a situation, the right to receive indemnification is
mandatory and does not require an affirmative determination by the Board of
Directors.
The By-laws also authorize indemnification of officers, directors and
certain other corporate representatives for expenses and liabilities in cases
other than those in which they are successful on the merits, subject to
specified conditions. No indemnification shall be provided with respect to any
matter as to which an officer, director or corporate representative shall have
been adjudicated not to have acted in good faith and in the reasonable belief
that his action was in the best interest of the Registrant, or, with respect to
a criminal matter, that he had reasonable cause to believe that his conduct was
unlawful. No indemnification shall be provided for any director or officer or
corporate representative with respect to a proceeding by or in the right of the
Registrant in which he is adjudicated to be liable to the Registrant.
The By-laws provide that if a proceeding is compromised or settled in a
manner which imposes a liability or obligation upon a director or officer or
corporate representative, no indemnification shall be provided to him with
respect to (i) a proceeding by or in the right of the Registrant unless the
Board of Directors determines in its discretion that indemnification is
appropriate under the circumstances, and (ii) any other type of proceeding if it
is
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determined by the Board of Directors that said director or officer or corporate
representative is ineligible to be indemnified under the By-laws of the
Registrant.
The By-laws provide that any indemnification other than mandatory
indemnification shall be authorized in each case as determined by the Board of
Directors, which may act on the indemnification request notwithstanding that one
or more of its members are parties to the proceeding or otherwise have an
interest in such indemnification.
The By-laws also authorize the Registrant to purchase and maintain
insurance on behalf of officers and directors against liabilities incurred by
them in their capacities as such, whether or not the Registrant would have been
able to indemnify them for such liabilities.
In January 1987, the Registrant established the Perini Corporation
Indemnity Trust to assure that independent fiduciaries will administer the
indemnification obligations of the Registrant to its directors, officers,
employees and agents pursuant to the laws of Massachusetts, its Restated
Articles of Organization, as amended, By-laws, and indemnity contracts or
agreements. State Street Bank & Trust Company is the trustee. The Perini
Corporation Indemnity Trust currently has assets of nominal value but these
could be increased at any time.
The By-laws of the Registrant authorized the Registrant to enter into
specific agreements with its officers and directors to indemnify them to the
full extent permitted by law. In December 1986, the Board of Directors approved
and the Registrant entered into indemnification agreements with each of its
directors and certain of its officers. These indemnification agreements were
ratified by stockholders at the 1987 Annual Meeting.
The Registrant has a one-year insurance policy, effective July 1, 1993,
with National Union Fire Insurance Company insuring directors and officers
against certain liabilities they may incur, including liabilities under the
Securities Act of 1933, as amended. This policy contains standard reimbursement
provisions to an aggregate limit of $15 million and a corporate retention of
$200,000 for expenses reimbursable to the directors and/or officers of the
Registrant. The policy contains various reporting requirements and exclusions.
The Registrant also has a one-year insurance policy, effective July 1, 1993,
with The Fidelity and Casualty Company of New York, insuring directors and
officers against certain liabilities in the amount of $5 million excess over the
primary coverage.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
EXHIBIT
NO. DESCRIPTION
4(a). Certificate of Vote of Directors Establishing a Series of a Class of
Stock determining the relative rights and preferences of the $21.25
Convertible Exchangeable Preferred Stock.
4(b). Form of Deposit Agreement, including form of Depositary Receipt.
4(c). Form of Indenture with respect to the 8-1/2% Convertible Subordinated
Debentures Due June 15, 2012, including form of Debenture.
4(d). Shareholder Rights Agreement and Certificate of Vote of Directors
adopting a Shareholders Rights Plan providing for the issuance of a
Series A Junior Participating Cumulative Preferred Stock purchase
rights as a dividend to all shareholders of record on October 6, 1988,
as amended on May 17, 1990.
23. Consent of Arthur Andersen & Co., Independent Public Accountants.
24. Power of Attorney.
Item 9. Undertakings.
(a) The Undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
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therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Perini Corporation, certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Framingham, Massachusetts, on the 4th day of April, 1994.
PERINI CORPORATION
By: /s/ David B. Perini
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DAVID B. PERINI
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David B. Perini, James M. Markert and Robert E.
Higgins, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments,
including any post-effective amendments, to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ David B. Perini Chairman, President, Chief April 4, 1994
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DAVID B. PERINI (Principal Executive Officer)
/s/ James M. Markert Senior Vice President - Finance April 4, 1994
- ---------------------- and Administration and Director
JAMES M. MARKERT (Principal Financial Officer)
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SIGNATURE TITLE DATE
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/s/ Barry R. Blake Vice President and Controller April 4, 1994
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BARRY R. BLAKE
/s/ Richard J. Boushka Director April 4, 1994
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RICHARD J. BOUSHKA
/s/ Marshall M. Criser Director April 4, 1994
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MARSHALL M. CRISER
/s/ Thomas E. Dailey Director April 4, 1994
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THOMAS E. DAILEY
/s/ Albert A. Dorman Director April 4, 1994
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ALBERT A. DORMAN
/s/ Arthur J. Fox, Jr. Director April 4, 1994
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ARTHUR J. FOX, JR.
/s/ Nancy Hawthorne Director April 4, 1994
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NANCY HAWTHORNE
/s/ Marshall A. Jacobs Director April 4, 1994
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MARSHALL A. JACOBS
/s/ Robert M. Jenney Director April 4, 1994
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ROBERT M. JENNEY
/s/ John J. McHale Director April 4, 1994
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JOHN J. McHALE
/s/ Jane E. Newman Director April 4, 1994
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JANE E. NEWMAN
/s/ Bart W. Perini Director April 4, 1994
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BART W. PERINI
/s/ Joseph R. Perini Director April 4, 1994
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JOSEPH R. PERINI
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
4(a). Certificate of Vote of Directors Establishing a Series of a Class of
Stock determining the relative rights and preferences of the $21.25
Convertible Exchangeable Preferred Stock (incorporated by reference to
Exhibit 4(a) to Registrant's Amendment No. 1 to Form S-2 Registration
Statement (No. 33-14434)).
4(b). Form of Deposit Agreement, including form of Depositary Receipt
(incorporated by reference to Exhibit 4(b) to Registrant's Amendment
No. 1 to Form S-2 Registration Statement (No. 33-14434)).
4(c). Form of Indenture with respect to the 8-1/2% Convertible Subordinated
Debentures Due June 15, 2012, including form of Debenture
(incorporated by reference to Exhibit 4(c) to Registrant's Amendment
No. 1 to Form S-2 Registration Statement (No. 33-14434)).
4(d). Shareholder Rights Agreement and Certificate of Vote of Directors
adopting a Shareholders Rights Plan providing for the issuance of a
Series A Junior Participating Cumulative Preferred Stock purchase
rights as a dividend to all shareholders of record on October 6, 1988
(incorporated by reference to exhibit to Registrant's Current Report
on Form 8-K (Date of earliest reportable event: September 26, 1988)),
as amended on May 17, 1990 (incorporated by reference to exhibit to
Registrant's Current Report on Form 8-K (Date of earliest reportable
event: May 17, 1990)).
23. Consent of Arthur Andersen & Co., Independent Public Accountants.
24. Power of Attorney (contained on Signature Page).
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 11, 1994
included in Perini Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Boston, Massachusetts,
April 4, 1994
