PERINI CORPORATION
73 Mt. Wayte Avenue
Framingham, Massachusetts 01701
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 1995
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,
The Board Room, 33rd Floor, 225 Franklin Street, Boston, Massachusetts, on
Thursday, May 18, 1995, at 10:00 a.m., for the following purposes:
A. To elect three Class II Directors, to hold office for a three-
year term, expiring in 1998 and until their successors are
chosen and qualified;
B. 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 28,
1995, 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,
Richard E. Burnham
Secretary
April 12, 1995
The Annual Report of the Company, including financial statements for
the year 1994, 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 18, 1995, 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 12, 1995.
As of March 28, 1995, the Company had outstanding 4,515,610 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 28,
1995, as the record date for the determination of the stockholders
entitled to vote at the meeting.
Stockholder Proposals for 1996 Annual Meeting
Any proposal of a stockholder intended to be presented at the
Company's 1996 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 14, 1995. 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 11 members as follows:
Class I: Marshall M. Criser, Thomas E. Dailey, Arthur J. Fox, Jr.,
and Nancy Hawthorne were the four nominees elected as
Directors at the 1994 Annual Meeting to serve until the
1997 Annual Meeting of Stockholders and until their
successors are chosen and qualified.
Class II: Richard J. Boushka, Jane E. Newman and Bart W. Perini are
the three nominees for election as Directors at this Annual
Meeting to serve until the 1998 Annual Meeting of
Stockholders and until their successors are chosen and
qualified.
Class III: Albert A. Dorman, John J. McHale, David B. Perini and
Joseph R. Perini were the four 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. Boushka, Perini and Ms. Newman as
Directors to hold office until the 1998 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 or her 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 1996
and 1997 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 3, 1995 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 principal
occupation or employment during the past five years, age and the period
served as a Director of the Company.
<TABLE>
Number of Shares of Common Stock
of the Company Beneficially Owned
On March 3, 1995(1)(2)
Sole
Served Voting
Name and as a and
Principal Occupation Director Investment Percentage
For The Past Five Years Age Since Power Shared Aggregate of Class
<S> <C> <C> <C> <C> <C> <C>
David B. Perini(3)(6) 57 1970 117,337(7) 265,043(8) 382,380 8.47%
Chairman, President and
Chief Executive Officer
Joseph R. Perini(4) 64 1961 66,070(9) 0 66,070 1.46
Formerly Vice Chairman
& Senior Vice President
John J. McHale(3)(5) 72 1962 2,549(10) 0 2,549 *
Formerly Deputy
Chairman, Montreal
Baseball Club Ltd.
Richard J. Boushka(5)(6) 60 1975 3,349(10) 0 3,349 *
Principal, Boushka
Properties, a private
investment firm
Bart W. Perini(3) 55 1971 to 14,760(11) 205,449(12) 220,209 4.88
President and Chief 1976 &
Operating Officer of Since
Perini Land and 1979
Development Company
Marshall M. Criser(4)(5) 66 1985 2,549(10) 0 2,549 *
Chairman, Law Firm of
Mahoney Adams and Criser;
President Emeritus,
University of Florida
Thomas E. Dailey(3)(6) 62 1986 4,500(13) 0 4,500 *
Formerly Executive Vice
President, Construction
Arthur J. Fox, Jr.(5)(6) 71 1989 2,712(14) 0 2,712 *
Managing Director,
Construction Industry
Presidents Forum;
Editor Emeritus,
Engineering News-Record
Jane E. Newman(3)(4) 49 1992 1,728(15) 0 1,728 *
President, Coastal
Broadcasting Corp.,
formerly Assistant to the
President of the U.S.
(1989-1991)
Albert A. Dorman(4)(5) 68 1993 1,651(16) 0 1,651 *
Founding Chairman AECOM
Technology Corporation
Nancy Hawthorne(4)(6) 43 1993 1,344(17) 0 1,344 *
Senior Vice President &
Chief Financial Officer
Continental Cablevision
Richard J. Rizzo 51 - 27,421(18) 0 27,421 *
Executive Vice President,
Building Construction
John H. Schwarz 56 - 15,170(19) 0 15,170 *
Executive Vice President,
Finance & Administration
Donald E. Unbekant 63 - 24,372(20) 0 24,372 *
Executive Vice President,
Civil & Environmental
Construction
James M. Markert 61 16,300(21) 0 16,300 *
Formerly Senior Vice
President, Finance &
Administration
All directors and executive 301,812 265,043(22) 566,855 12.55%
officers as a group (15
persons)
*Less than one percent
</TABLE>
(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 3, 1995.
(2) The table does not include an aggregate of 14,498 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) Includes 12,942 shares in his children's names for which he has Power
of Attorney giving him voting power. Includes 47,300 shares for
which Mr. Perini holds options. Includes 596 shares of Common Stock
resulting from the assumed conversion of 900 shares of Convertible
Preferred Stock (.662) shares of Common Stock for each share of
Preferred Stock).
(8) David B. Perini disclaims beneficial ownership in all but 56,499 of
such 265,043 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, 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 66 shares of Common Stock resulting from the assumed
conversion of 100 shares of Convertible Preferred Stock (.662 shares
of Common Stock for each share of Preferred Stock).
(9) 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).
(10) Includes 1,148 shares awarded on May 19, 1994, 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.
(11) Includes 9,100 shares for which Mr. Perini holds options.
(12) 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.
(13) Includes 4,500 shares for which Mr. Dailey holds options.
(14) Includes 1,148 shares awarded on May 19, 1994, 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.
(15) Includes 1,148 shares awarded on May 19, 1994 and 580 shares awarded
on September 10, 1992 pursuant to the 1988 Perini Corporation
Restricted Stock Plan for Outside Directors. See "Directors
Compensation" on page 16.
(16) Includes 1,148 shares awarded on May 19, 1994, and 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.
(17) Includes 1,148 shares awarded on May 19, 1994 and 196 shares awarded
December 7, 1993 pursuant to the 1988 Perini Corporation Restricted
Stock Plan for Outside Directors. See "Directors Compensation" on
page 16.
(18) Includes 10,600 shares for which Mr. Rizzo holds options.
(19) Includes 9,800 shares for which Mr. Schwarz holds options.
(20) Includes 10,200 shares for which Mr. Unbekant holds options.
(21) Includes 16,300 shares for which Mr. Markert holds options.
(22) 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 ten times during 1994. The Board of
Directors has a Compensation Committee, the duties of which are summarized
in "The Compensation Committee Report" on pages 8 to 10 herein. The
Committee held three meetings during 1994. 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 three times during 1994. The
Board of Directors has a Nominating Committee which met once during 1994.
This Committee does not accept nominations from shareholders. The Board
of Directors has an Executive Committee. This Committee met once during
1994. The members of each such committee are identified in the above
table. During 1994 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 for Mr. Joseph R. Perini who attended
approximately 57% of such meetings.
Except as set forth below, none of the Directors 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 Director Director of
Richard J. Boushka . . . . . . . . . . Tremont Corporation
Marshall M. Criser . . . . . . . . . . Barnett Banks, Inc.
Bell South Corporation
FPL Group, Inc.
Nancy Hawthorne . . . . . . . . . . . . New England Zenith Fund
Jane E. Newman. . . . . . . . . . . . . NYNEX Telecommunications
Consumers Water Company
Public Service Co. of N.H.
David B. Perini . . . . . . . . . . . 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 3, 1995 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 as set forth in the table relating to "Election of Directors" on
pages 3 and 4.
<TABLE>
Number of Shares of Common Stock
of the Company Beneficially Owned
On March 3, 1995(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 209,365 330,204(3) 539,569 11.95%
Employee Stock Framingham, MA 01701
Ownership Trust
("ESOT")(2)
Quest Advisory Corp. 1414 Avenue of the 338,600(4) 338,600 7.50%
Americas
New York, NY 10019
Tutor-Saliba Corp. c/o Ronald N. Tutor 316,318(5) 0 316,318 7.00%
15901 Olden Street
Sylmar, CA 91342
TCW Group, Inc. 865 So. Figueroa St. 249,400(6) 0 249,400 5.52%
Los Angeles, CA 90017
_____________
</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. (a New York Corporation) and Quest Management Company (a
Connecticut General Partnership) dated February 10, 1995.
(5) Based on information contained in Schedule 13D of Tutor-Saliba
Corporation dated March 9, 1995. In addition, a Schedule 13D was
filed on March 9, 1995 by Ronald N. Tutor reporting his ownership of
5,300 shares or .1%.
(6) Based on information contained in Schedule 13G of the TCW Group, Inc.
dated January 30, 1995.
THE COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Company consists of five 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 annual profit and other
targets 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.
4. To review the Executive Compensation programs and policies and
to employ outside expert assistance, if required, to analyze
Company compensation practices to assure that they are
consistent with corporate goals and objectives.
Compensation Policy
The Compensation Committee strives to maintain corporate base
salaries and the total compensation package appropriate to attract and
retain highly qualified executives. This results in base salaries that
generally are at the median range of those of other construction companies
but allow executives to substantially exceed the median compensation
levels when incentive compensation is earned. While recognizing that it
may be difficult to find other companies with the same mix of business as
the Company, the Committee, nevertheless, believes that a comparison with
other construction companies is 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
include but are not limited to the same companies which make up the
construction peer group shown in the Performance Graph set forth in this
proxy statement.
The compensation program for executive officers is composed of three
elements: base salaries, annual incentive bonuses and long term incentive
stock awards under the Company's Mission 2000 program. These elements of
compensation are designed to provide incentives to achieve both short-term
and long-term objectives and to reward exceptional performance. Salaries
and annual incentive compensation bonuses result in immediate payout for
performance and are largely tied to the profit and/or cash flow results of
the specific business unit or group of units over which the individual has
a direct influence. The value of the incentive stock awards under the
Mission 2000 plan depend upon longer term results.
Executive Salary Increases in 1994
In December of 1994, the Compensation Committee reviewed the
recommendation of the CEO with respect to base salaries of 25 senior
officers and following a detailed discussion, approved raises of 3% per
annum of such salaries. This represented the first increase for many of
these officers since May 1993, as the Company had instituted a deferral of
its annual review cycle from May to December. In considering salary
increases the Committee relied upon subjective assessments of the
individual contributions senior officers made to the performance of the
Company.
Also, As part of the process of reviewing recommendations of senior
officer base salaries, the Committee had the benefit of the advice of its
outside compensation consultant.
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. However, to date, no
officer of the company has received compensation in excess of $1,000,000
for any annual period.
Compensation of the Chief Executive in 1994
In December of 1994, the Committee recommended to the Board of
Directors, which approved the recommendation, that the base salary of the
CEO be increased by $12,000 per annum from $400,000 to $412,000 (an
increase of 3% consistent with what was recommended for other officers).
At the meeting, the Committee noted that the CEO, because of the structure
of the Incentive Compensation Plan of the Company, would not receive an
incentive compensation payment for 1994. Incentive compensation awards
authorized by the Committee in 1995 on account of 1994 operations will
provide for other executives, based on the profitability or cash flow
achievements of specific business units, to receive amounts of incentive
compensation despite the fact that the formula used for the CEO provided
for no payment. Similar to its review of other senior management, the
Committee in increasing the CEO's salary relied on subjective assessments
of the CEO's contributions to the performance of the Company.
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 25 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 the CEO subject to Compensation Committee
approval. Eligibility to participate under the Plan is limited to
individuals who are executives, managers and key employees of 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 reviewed 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 net income, cash flow,
and pre-tax construction profits on a unit by unit basis. The members of
the executive management group, which currently includes the CEO and three
other executives, earn incentive compensation solely with reference to the
above goals on either a total company basis, or, divided between a total
company basis and a specific operating group.
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 1995, the Committee has authorized the payment of $2,774,000 of
Incentive Compensation payments for 1994 operations, to 61 participants,
excluding participants in the real estate group. 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.
At December 31, 1994, $1,898,000 of accrued Incentive Compensation
carryforward from years prior to 1992 remained committed but unpaid, of
which $806,000 may be paid in December 1995, dependent on Committee
approval. Payment of incentive compensation awards in 1995 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 has been downsized and one
of its primary goals is to achieve cash flow so that debt may be serviced
or extinguished. In 1995, 9 employees in the real estate group will
receive $570,000 on account of 1994 operations. Of the 21 cash flow goals
established for 1994 which consisted of net cash received from specified
sales of assets and refinancing of debt, 13 were accomplished and 8 were
not. At December 31, 1994, $37,000 of accrued incentive compensation
carryforward from years prior to 1992 remained committed but unpaid. If
approved by the Committee, the final payment of such balance will be paid
in December 1995. Payment of incentive compensation awards in 1995 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
John J. McHale, Chairman
Richard J. Boushka
Marshall M. Criser
Albert A. Dorman
Arthur J. Fox, Jr.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table shows, for the years ended December 31, 1994,
1993 and 1992, 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 four 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.
SUMMARY COMPENSATION TABLE
<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 1994 $400,700 $ - $ - - $ - $1,900
Chairman, President and 1993 393,100 - - - - 5,800
Chief Executive Officer 1992 376,700 226,000 - 20,000 139,000 6,700
James M. Markert (4) 1994 140,700 - - - - 1,300
Formerly Senior Vice 1993 232,100 - - - - 3,400
President, Finance and 1992 224,400 112,000 - 12,000 55,700 4,600
Administration
Richard J. Rizzo (5) 1994 260,400 166,800 - 10,000 - 1,900
Executive Vice 1993 - - - - - -
President, Building 1992 - - - - - -
Construction
John H. Schwarz (6) 1994 216,500 151,100 - - - 1,700
Executive Vice 1993 180,200 83,500 - - - 2,600
President, Finance & 1992 158,200 79,000 - 12,000 - 2,900
Administration and Chief
Executive Officer,
Perini Land &
Development Co.
Donald E. Unbekant 1994 260,400 237,200 - 10,000 - 1,900
(2),(5) 1993 - - - - - -
Executive Vice 1992 - - - - - -
President, Civil &
Environmental
Construction
_____________________
</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 1994 and 1993
amounts, and 50% of the 1992 amount. The remaining amounts were paid
in cash. Mr. Schwarz's bonus includes $37,000 and Mr. Unbekant's
bonus includes $107,000 of accrued bonus carryforward from prior
years that may be paid on December, 1995.
(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 1994, consists of the following
amounts, respectively, for each of the Named Executive Officers; Mr.
Perini ($200 and $1,700), Mr. Markert ($100 and $1,200), Mr. Rizzo
($200 and $1,700), Mr. Schwarz ($200 and $1,500), and Mr. Unbekant
($200 and $1,700).
(4) Mr. Markert ceased employment with the Company effective July 31,
1994. In connection therewith, the Company entered into a separate
agreement with Mr. Markert whereby the Company will make payments to
Mr. Markert totaling approximately $20,000 per month for twelve
months. This agreement defines a certain amount of consulting
services which Mr. Markert may be called upon to provide.
(5) Messrs. Rizzo and Unbekant became Executive Officers effective
January 1, 1994, therefore no compensation data is included for 1993
and 1992.
(6) 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
The following table contains information concerning the grant of
stock options made during the year ended December 31, 1994 under the
Company's 1992 Stock Option Plan to Named Executive Officers:
<TABLE>
Option Grants in the Last Fiscal Year (1)
Individual Grants
% of
Total Options
Granted To Grant Date
Options Employees In Exercise Expiration Present
Name Granted Fiscal Year Price Date Value
(2) (3) (4)
<S> <C> <C> <C> <C> <C>
David B. Perini - - % $ - - $ -
James M. Markert - - - - -
Richard J. Rizzo 10,000 50 13.00 3/21/2002 86,700
John H. Schwarz - - - - -
Donald E. Unbekant 10,000 50 13.00 3/21/2002 86,700
</TABLE>
(1) No SARS were granted to any of the Named Executive Officers during
the last fiscal year.
(2) Options granted in 1994 become exercisable in two equal annual
installments on the second and third anniversary of the date of
grant.
(3) The exercise price and tax withholding obligations related to
exercise may be paid by delivery of already owned shares or by offset
of the underlying shares, subject to certain conditions.
(4) Present value was calculated using the Black-Scholes option pricing
model which involves an extrapolation to future price levels based
solely on past performance. Use of this model should not be viewed
in any way as a forecast of the future performance of the Company's
stock, which will be determined by future events and unknown factors.
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, 1994 and unexercised options held as of December 31, 1994:
<TABLE>
Aggregated Option Exercises in the Last Fiscal Year
and Fiscal Year-End Option Values
Number of
Securities
Underlying Number of Unexercised Value of Unexercised
Shares Options at Fiscal In-the-Money Options at
Acquired Value Year-End Fiscal Year-End(1)
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
David B. Perini 0 $0 47,300 12,500 $ - $ -
James M. Markert 0 0 16,300 7,500 - -
Richard J. Rizzo 0 0 10,600 17,500 - -
John H. Schwarz 0 0 9,800 7,500 - -
Donald E. Unbekant 0 0 10,200 17,500 - -
_______________
</TABLE>
(1) At December 31, 1994, all options listed had exercise prices in
excess of quoted market values.
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 1992, 1993 and
1994 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)
15 20 25 30 35
Remuneration Years Years Years Years Years
(1)
$125,000 $25,425 $ 33,900 $ 42,375 $ 42,375 $ 42,375
150,000 31,050 41,400 51,750 51,750 51,750
175,000 36,675 48,900 61,125 61,125 61,125
200,000 42,300 56,400 70,500 70,500 70,500
225,000 47,925 63,900 79,875 79,875 79,875
250,000 53,550 71,400 89,250 89,250 89,250
300,000 64,800 86,400 108,000 108,000 108,000
400,000 87,300 116,400 145,500 145,500 145,500
500,000 109,800 146,400 183,000 183,000 183,000
_______________
(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 11.
(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 (32 years), J.M. Markert (10 years), R.J. Rizzo (18
years), J.H. Schwarz (15 years) and D.E. Unbekant (11 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. 1/1/90 $100 $100 $100 $100
12/31/90 24 85 86 60
12/31/91 35 104 96 76
12/31/92 54 106 99 70
12/31/93 35 126 126 73
12/31/94 29 111 109 72
_______________
(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: Newhall Land and Farming Company,
AMREP Corporation, FPA Corporation, Major Realty 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, 1990, 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 by members of the Executive, Audit,
Compensation and Nominating Committees. In addition, on May 19, 1994, the
Outside Directors at that time, Messrs. John J. McHale, Robert M. Jenney,
Marshall A. Jacobs, Richard J. Boushka, Marshall M. Criser, Arthur J. Fox,
Jr., and Albert A. Dorman and Ms. J.E. Newman and Ms. Nancy Hawthorne were
granted awards under the 1988 Perini Corporation Restricted Stock Plan for
Outside Directors of 1,148 common shares each, subject to certain
specified investment restrictions which expire on May 18, 1997, for zero
consideration. Based on a price equivalent to the average of the high and
low prices prevailing on the American Stock Exchange, the market value of
the grants approximated $14,000 per participant on the award date.
In addition, the consulting agreement with Mr. Thomas E. Dailey, a
former executive officer and current director, was renewed for another
twelve month period commencing January 1, 1995 at a monthly rate of
$6,197.
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 have no common
directors.
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 46%(1) 23%
limited 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 disclosure relating to the Rincon Center joint venture
for additional information on this relationship), there are no longer any
material business relationships between the Company and PGP.
As a result of Mr. Rizzo's promotion to Executive Vice President,
Building Construction, effective January 1, 1994, he and his family
relocated from the Phoenix, Arizona area to the Boston, Massachusetts
area. In connection with his purchase of a home in the Boston area, the
Company provided a second mortgage loan to Mr. Rizzo in the amount of
$350,000 in February, 1994. Interest on the loan is payable upon the sale
of the property in an amount equal to approximately 33% of the future
increase in market value of the property.
Information Required by Rule 405
As required by the Securities and Exchange Commissions rules under
Section 16 of the Securities and Exchange Act of 1934, the Company notes
that during 1994 five officers filed untimely reports on transactions in
the Company's Common Stock as follows: Bart W. Perini, three reports
regarding three transactions; John H. Schwarz, one report regarding one
transaction; Richard J. Rizzo, one report regarding one transaction;
Donald E. Unbekant, one report regarding two transactions; and Thomas E.
Dailey, four reports regarding twenty-three transactions. All such
transactions were subsequently reported on a timely filed Form 5.
Relationship with Independent Public Accountants
Arthur Andersen LLP 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 1995.
Representatives of Arthur Andersen LLP 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.
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
Richard E. Burnham
Secretary
Framingham, Massachusetts
April 12, 1995
COMMON PROXY SOLICITED BY THE BOARD OF DIRECTORS OF COMMON
PERINI CORPORATION FOR THE
ANNUAL MEETING OF STOCKHOLDERS - MAY 18, 1995
The undersigned hereby appoints David B. Perini, John H. Schwarz and
Richard E. Burnham and any of them, 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 the undersigned at the annual meeting of stockholders
to be held at State Street Bank and Trust Company, the Board Room, 33rd
Floor, 225 Franklin Street, Boston, Massachusetts, on Thursday, May 18,
1995 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. THE PROXIES
ARE HEREBY AUTHORIZED TO VOTE IN THEIR DISCRETION ON SUCH OTHER 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 capacity 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 three (3) Class II FOR ALL
Directors as described in the proxy FOR WITHHOLD EXCEPT
statement of the Board of Directors to [ ] [ ] [ ]
serve until the 1998 Annual Meeting.
Richard J. Boushka, Bart W. Perini,
and Jane E. Newman
If you do not wish your shares voted "For"
a particular nominee, mark the "For All
Except" box and strike a line through the
nominee(s) name. Your shares will be
voted "For" the remaining nominees.
RECORD DATE SHARES:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR PROPOSAL 1.
Please be sure to sign and date this proxy. -------------
Date
--------------------------- -----------------------
Stockholder sign here Co-owner sign here
Mark box at right if comments or address [ ]
changes have been noted on the reverse side of
this card.
DETACH CARD
PERINI CORPORATION
Dear Stockholder:
Please take note of the important information enclosed with this Proxy
Ballot. There are a number of issues related to the management and
operation of your Company that require your immediate attention and
approval. These are discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right
to vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall
be voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage-paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders,
May 18, 1995.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Perini Corporation
ESOP PROXY SOLICITED BY THE TRUSTEES OF THE ESOP
PERINI CORPORATION EMPLOYEE STOCK OWNERSHIP TRUST FOR THE
ANNUAL MEETING OF STOCKHOLDERS - MAY 18, 1995
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, the Board
Room, 33rd Floor, 225 Franklin Street, Boston, Massachusetts, on Thursday,
May 18, 1995 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. THE PROXIES
ARE HEREBY AUTHORIZED TO VOTE IN THEIR DISCRETION ON SUCH OTHER 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 capacity 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 three (3) Class II FOR ALL
Directors as described in the proxy FOR WITHHOLD EXCEPT
statement of the Board of Directors to [ ] [ ] [ ]
serve until the 1998 Annual Meeting.
Richard J. Boushka, Bart W. Perini,
and Jane E. Newman
If you do not wish your shares voted "For"
a particular nominee, mark the "For All
Except" box and strike a line through the
nominee(s) name. Your shares will be
voted "For" the remaining nominees.
RECORD DATE SHARES:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR PROPOSAL 1.
Please be sure to sign and date this proxy. -------------
Date
------------------------------ --------------------
Stockholder sign here Co-owner sign here
Mark box at right if comments or address [ ]
changes have been noted on the reverse side of
this card.
DETACH CARD
PERINI CORPORATION
Dear Stockholder:
Please take note of the important information enclosed with this Proxy
Ballot. There are a number of issues related to the management and
operation of your Company that require your immediate attention and
approval. These are discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right
to vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall
be voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage-paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders,
May 18, 1995.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Perini Corporation
