Registration No. 33-52967
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
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
PROSPECTUS
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PERINI CORPORATION
32,056 shares of Common Stock
($1.00 Par Value)
This Prospectus may be used by certain individuals (named under
the caption and hereinafter called "Selling Stockholders") of Perini
Corporation (the "Company"), in connection with sales by them of shares of
Common Stock of the Company (the "Common Stock"), acquired under the
Company's Amended and Restated General Incentive Compensation Plan and
Amended and Restated Construction Business Unit Incentive Compensation
Plan (collectively the "Plans"). See pages 3-4 herein for further
information with respect to such Selling Stockholders. The Selling
Stockholders have informed the Company that such shares may be sold on the
American Stock Exchange, on which the Common Stock is listed, at prices
than prevailing on such exchange without the payment of any underwriting
commission or discount other than broker's fees paid in connection with
usual broker's transactions effected on such exchange, or in other
transactions at negotiated prices. The Company will pay the expenses of
this Prospectus but will receive no part of the proceeds of any such
sales.
The last reported sale price of the Common Stock on January 30,
1995 as reported on the American Stock Exchange Consolidated Reporting
System was $9-5/8 per share.
The Common Stock to which this Prospectus relate have been
approved for listing on the American Stock Exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities to which it relates
in any state to any person to whom it is unlawful to make such offer or
solicitation in such state. No person is authorized to give any
information or to make any representation not contained in this Prospectus
in connection with the offer described herein, and any information, data
or representation not contained herein, if given or made, must not be
relied upon as having been authorized by the Company or Selling
Stockholders.
The date of this Prospectus is February 2, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission. Such reports, proxy statements and
other information can be inspected and copied at prescribed rates at the
following public reference facilities maintained by the Commission: 450
Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549;
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and 7 World Trade Center, 13th floor, New York, New York
10048. In addition, reports, proxy statements and other information
concerning the Company can be inspected at the offices of the American
Stock Exchange, Inc., 86 Trinity Place, New York, New York 10006.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, heretofore filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, are hereby incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K (File No. 1-6314) for
the year ended December 31, 1993, as amended by Form 10-K/A filed
August 8, 1994, including the consolidated financial statements
and related schedules filed pursuant to Section 13 of the 1934
Act.
2. The Company Quarterly Reports on Form 10-Q for the three months
ended March 31, 1994, as amended by Form 10-Q/A filed May 16,
1994, for the three months ended June 30, 1994 and for the three
months ended September 30, 1994, as amended by Form 10-Q/A filed
January 4, 1995.
3. The Company's Proxy Statement dated April 13, 1994 and Supplement
to the Proxy Statement dated April 29, 1994 used in connection
the Annual Meeting of Stockholders held on May 19, 1994.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of
a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents. Any
statement contained in this Prospectus or in any document incorporated
herein by reference shall be deemed modified or superseded for purposes of
this Prospectus to the extent that any statement contained herein or in
any subsequently filed document that also is or is deemed to be
incorporated by reference modifies or supersedes such statement.
The Company undertakes to provide without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of any and all of the
information which has been incorporated by reference in this Prospectus
(other than exhibits to the information which has been incorporated by
reference herein unless such exhibits have specifically been incorporated
by reference into the information which this Prospectus incorporates).
Any such request should be directed to Perini Corporation, 73 Mt. Wayte
Avenue, Framingham, Massachusetts 01701; Attention: Robert E. Higgins,
Esq., Telephone number (508) 628-2279.
THE COMPANY
The Company is the issuer of the Common Stock covered by this
Prospectus. The Company is a Massachusetts corporation. The address of
its principal executive offices is 73 Mt. Wayte Avenue, Framingham,
Massachusetts 01701 and its telephone number is (508) 628-2000.
SELLING SHAREHOLDER
The following table sets forth certain information about the
Selling Stockholders, each of whom is an employee of the Company or of a
wholly-owned subsidiary of the Company. The shares appearing in the
column entitled "Common Stock Offered Hereby" have been issued to the
Selling Stockholders under the Plans.
The Selling Stockholders may from time to time offer all or part
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of the foregoing shares in the manner set forth on the cover page of the
Prospectus. The Company will pay the expenses of this Prospectus but will
receive no sale proceeds.
Number of
Common Stock Common Shares and
Names and Positions with Beneficially Stock Percentage Owned
the Company or Affiliates Owned at Offered after Completion
within the Past 3 Years January 30, 1995 Hereby of Offering
John H. Schwarz 12,517 5,089 7,428*
Executive Vice President, Finance and
Administration of the Company since
August 1994; and Chief Executive Officer
of Perini Land and Development Company
since April 1992; prior thereto Vice
President, Finance and Control of Perini
Land and Development Company since prior
to January 1992.
Richard J. Rizzo 28,188 9,385 18,803*
Executive Vice President, Building
Construction, of the Company since
January 1994; prior thereto, President
of the Western U.S. Division of Perini
Building Company, Inc. since prior to
January 1992.
Donald E. Unbekant 39,799 15,641 24,158*
Executive Vice President, Civil and
Environmental, of the Company since
January 1994; prior thereto, President
of the Metro New York Division of the
Company since prior to January 1992.
Bart W. Perini 29,457 1,941 27,516*
President and Chief Operating Officer of
Perini Land and Development Company and
Director of the Company since prior to
January 1992.
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*Less than one percent
DESCRIPTION OF CAPITAL STOCK
The Restated Articles of Organization, as amended, of the Company
(the "Restated Articles") authorize the issuance of 15,000,000 shares of
Common Stock, par value $1.00 per share and 1,000,000 shares of preferred
stock, par value $1.00 per share. At the close of business on January 30,
1995, there were 100,000 shares of $21.25 Convertible Exchangeable
Preferred Stock outstanding (the "$21.25 Preferred"), 4,515,610 shares of
Common Stock outstanding, 662,252 shares of Common Stock reserved for
issuance upon conversion of the $21.25 Preferred, 60,525 shares of Common
Stock reserved for payment of the 1993 Incentive Compensation Awards and
481,610 shares of Common Stock reserved for issuance upon exercise of
outstanding employee stock options. Subject to the rights of the holders
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of preferred stock then outstanding, holders of Common Stock are entitled
to one vote per share on matters to be voted on by stockholders and are
entitled to receive such dividends, if any, as may be declared from time
to time by the Board of Directors of the Company in its discretion out of
funds legally available therefor. Upon any liquidation or dissolution of
the Company, the holders of Common Stock are entitled to receive pro rata
all assets remaining available for distribution to stockholders after
payment of all liabilities and provision for the liquidation of any shares
of preferred stock at the time outstanding. The Common Stock has no
preemptive or other subscription rights, and there are no conversion
rights or redemption or sinking fund provisions with respect to such
stock.
The payment of dividends on the Common Stock is subject to the
prior payment of dividends on the outstanding preferred stock. Further,
the Company's credit agreement, as well as certain other agreements,
provide for, among other things, maintaining specified working capital and
tangible net worth levels and limitations on indebtedness, all of which
could impact the ability of the Company to pay dividends. In addition to
the above, payment of dividends on Common Stock will be at the discretion
of the Board of Directors.
The foregoing summary of the Common Stock does not purport to be
complete and is subject to and qualified in its entirety by the Restated
Articles and the laws of the Commonwealth of Massachusetts.
Additionally, the Company's authorized but unissued preferred
stock may be issued from time to time in one or more series, without
stockholders' approval. Thus, the Board of Directors, without stockholder
approval, could authorize the issuance of additional preferred stock with
voting, conversion and other rights that could adversely affect the voting
power and other rights of holders of Common Stock or that could make it
more difficult for another company to effect certain business combinations
with the Company.
The Company has adopted a Shareholder Rights Plan pursuant to
which it issued one Preferred Stock Purchase Right (each, a "Right") for
each outstanding share of Common Stock. Each Right entitles the
registered holder to purchase from the Company a unit consisting of one
one-hundredth of a share (a "Unit") of Series A Junior Participating
Cumulative Preferred Stock, par value $1.00 per share (the "Preferred
Stock"), at a cash Exercise Price of $100 per Unit, subject to adjustment.
As set forth below, the Shareholder Rights Plan may have the effect of
delaying, deferring or preventing a change in control of the Company.
State Street Bank and Trust Company is the agent for the Rights.
Currently, the Rights are not exercisable and are attached to all
outstanding shares of Common Stock and will be attached to the shares of
Common Stock being offered hereby. No separate Right Certificates will be
distributed until the Distribution Date. The "Distribution Date" will
occur (and the Rights will separate from the Common Stock) upon the
earlier of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons (other than the Company and
certain of its affiliates and other exempted persons) (an "Acquiring
Person") has acquired beneficial ownership of 20% or more of the
outstanding shares of Common Stock (the date of said announcement being
referred to as the "Stock Acquisition Date"), or (ii) 10 business days
following the commencement of a tender offer or exchange offer that would
result in a person or group becoming an Acquiring Person, or (iii) the
declaration by the Board of Directors that any person is an "Adverse
Person".
Until the Distribution Date (or earlier redemption or expiration
of the Rights), (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with such Common Stock certificates,
(ii) new Common Stock certificates, including certificates evidencing the
shares, will contain a notation incorporating the Shareholder Rights
Agreement by reference, and (iii) the surrender for transfer of any
certificates for Common Stock will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on September 23, 1998, unless
previously redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights. Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued
prior to the Distribution Date will be issued with Rights.
In the event that a Stock Acquisition Date occurs or the Board of
Directors determines that a person is an Adverse Person, proper provision
will be made so that after the Distribution Date each holder of a Right
will thereafter have the right to receive upon exercise that number of
Units of Preferred Stock of the Company having a market value of two times
the exercise price of the Right (such right being referred to as the
"Subscription Right"). In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or other
business combination transaction or (ii) 50% or more of the Company's
assets or earning power is sold, after the Distribution Date each holder
of a Right shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a market value equal to two
times the exercise price of the Right (such right being referred to as the
"Merger Right"). The holder of a Right will continue to have the Merger
Right whether or not such holder has exercised the Subscription Right.
Rights that are or were beneficially owned by an Acquiring Person or an
Adverse Person may (under certain circumstances specified in the
Shareholder Rights Agreement) become null and void. At any time after a
Stock Acquisition Date occurs or the Board of Directors determines that a
person is an Adverse Person, the Board of Directors may, at its option,
exchange all or any part of the then outstanding and exercisable Rights
for shares of Common Stock or Units of Preferred Stock at an exchange
ratio of one share of Common stock or one Unit of Preferred Stock per
Right.
The Exercise Price payable, and the number of units of Preferred
Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution.
With certain exceptions, no adjustment in the Exercise Price will be
required until cumulative adjustments amount to at least 1% of the
Exercise Price.
Any of the provisions of the Shareholder Rights Agreement may be
amended by the Board of Directors of the Company at any time prior to the
Distribution Date. From and after the Distribution Date, the Board of
Directors of the Company may subject to certain limitations specified in
the Rights Agreement, amend the Rights Agreement to cure any ambiguity,
defect or inconsistency, to shorten or lengthen any time period under the
Rights Agreement, or to make other changes that do not adversely affect
the interests of the Rights holders (excluding the interests of Acquiring
Persons, Adverse Persons or their Affiliates or Associates).
The Rights may be redeemed in whole, but not in part, at a price
of $0.02 per Right (payable in cash, Common Stock or other consideration
<PAGE>
deemed appropriate by the Board of Directors) by the Board of Directors at
any time prior to the date on which a person is declared to be an Adverse
Person, the tenth day after the Stock Acquisition Date or the occurrence
of an event giving rise to the Merger Right. Immediately upon the action
of the Board of Directors ordering redemption of the Rights, the Rights
will terminate and thereafter the only right of the holders of Rights will
be to receive the redemption price.
Until a Right is exercised, the holder will have no rights as a
stockholder of the Company (beyond those as an existing stockholder),
including the right to vote or to receive dividends. While the
distribution of the Rights in 1988 was not taxable to stockholders or to
the Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for
Preferred Stock (or other consideration) of the Company or for common
stock of an acquiring company as set forth above.
EXPERTS
The consolidated financial statements for the year ended December
31, 1993, incorporated by reference in this Prospectus and in the
Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, to the extent and for the periods
indicated in their report thereon and have been so included in reliance
upon the report of said firm given upon their authority as experts in
accounting and auditing.
REGISTRATION STATEMENT
The Company has filed with the Securities and Exchange
Commission, Washington, D.C., a registration statement (herein called the
"Registration Statement") under the Securities Act of 1933, for the
registration of the Common Stock being offered hereby. This Prospectus
omits certain of the information contained in the Registration Statement,
and reference is hereby made to the Registration Statement and exhibits
relating thereto for further information with respect to the Company, the
Plans and the Common Stock to which this Prospectus relates. Statements
herein contained concerning the provisions of any document are not
necessarily complete, and in each instance, reference is made to the copy
of such document filed as an exhibit to the Registration Statement. Each
such statement is qualified in its entirety by such reference. Items of
information omitted from this Prospectus, but contained in the
Registration Statement, may be obtained from the Securities and Exchange
Commission upon payment of the fee prescribed by the Rules and Regulations
of the Commission.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Business Corporation Law of the Commonwealth of
Massachusetts, the Restated Articles and the By-laws of the Company
provide for indemnification of officers and directors of the Company in
connection with legal actions against them in certain circumstances.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
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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 amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Framingham, Massachusetts, on the 2nd day of February, 1995.
PERINI CORPORATION
By: /s/ David B. Perini
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DAVID B. PERINI
Chairman, President and
Chief Executive Officer
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:
Signature Title Date
Chairman, President, Chief
Executive Officer and Director
/s/ David B. Perini (Principal Executive Officer)
------------------------ February 2, 1995
DAVID B. PERINI
Executive Vice President -
Finance and Administration
/s/ John H. Schwarz (Principal Financial Officer)
------------------------ February 2, 1995
JOHN H. SCHWARZ
Vice President and Controller
/s/ Barry R. Blake (Principal Accounting Officer)
------------------------ February 2, 1995
BARRY R. BLAKE
Richard J. Boushka* Director February 2, 1995
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RICHARD J. BOUSHKA
Marshall M. Criser* Director February 2, 1995
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MARSHALL M. CRISER
Thomas E. Dailey* Director February 2, 1995
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THOMAS E. DAILEY
Albert A. Dorman* Director February 2, 1995
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ALBERT A. DORMAN
Arthur J. Fox, Jr.* Director February 2, 1995
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ARTHUR J. FOX, JR.
Nancy Hawthorne* Director February 2, 1995
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NANCY HAWTHORNE
Marshall A. Jacobs* Director February 2, 1995
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MARSHALL A. JACOBS
Robert M. Jenney* Director February 2, 1995
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ROBERT M. JENNEY
John J. McHale* Director February 2, 1995
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JOHN J. McHALE
Jane E. Newman* Director February 2, 1995
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JANE E. NEWMAN
Bart W. Perini* Director February 2, 1995
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BART W. PERINI
Joseph R. Perini* Director February 2, 1995
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JOSEPH R. PERINI
* By: /s/ David B. Perini
--------------------------
DAVID B. PERINI, attorney-in-fact
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)).
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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: December 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 LLP, Independent Public Accountants.
24. Power of Attorney*
__________________________________
* Previously filed.
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 incorporated by reference in Perini Corporation's 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 LLP
___________________________
ARTHUR ANDERSEN LLP
Boston, Massachusetts,
February 2, 1995
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