Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PERINI CORPORATION
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS
(State or other jurisdiction of incorporation or organization)
04-1717070
(I.R.S. Employer Identification No.)
73 MT. WAYTE AVENUE, FRAMINGHAM, MASSACHUSETTS 01701
(508) 628-2000
(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
(Full title of the plans)
DAVID B. PERINI
CHAIRMAN AND PRESIDENT
PERINI CORPORATION
73 MT. WAYTE AVENUE, FRAMINGHAM, MASSACHUSETTS 01701
(508) 628-2000
(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
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
Common Stock,
1.00 par value 325,000 $10.0625 $3,270,312.50 $1,127.69
(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 April 7, 1995. See Rule 457(h). Estimated solely
for the purpose of calculating the registration fee.
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, 33-70206 and 33-52967.
This Registration Statement is registering 325,000 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, 33-70206 and 33-52967 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 LLP, Independent Public Accountants
24 Power of Attorney (contained on Signature Page)
PROSPECTUS
PERINI CORPORATION
45,218 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
<PAGE>
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 April 7, 1995
as reported on the American Stock Exchange Consolidated Reporting System
was $10.00 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 April 10, 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.
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, 1994, including the consolidated financial
statements and related schedules filed pursuant to Section 13 of
the 1934 Act.
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2. The Company's Proxy Statement dated April 12, 1995 to be used in
connection the Annual Meeting of Stockholders to be held on May 18,
1995.
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: Richard E. Burnham,
Esq., Telephone number (508) 628-2000.
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 STOCKHOLDERS
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
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
Name and Positions Common Stock Common Shares and
with the Company or Beneficially Stock Percentage Owned
Affiliates within Owned at Offered after Completion
the Past 3 Years April 7, 1995* Hereby of Offering
John H. Schwarz 21,917 6,747 15,170**
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
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thereto Vice President, Finance
and Control of Perini Land and
Development Company since prior
to March 1992.
Number of
Name and Positions Common Stock Common Shares and
with the Company or Beneficially Stock Percentage Owned
Affiliates within Owned at Offered after Completion
the Past 3 Years April 7, 1995* Hereby of Offering
Richard J. Rizzo 27,494 7,342 20,152**
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 March 1992.
Donald E. Unbekant 32,052 7,680 24,372**
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 March
1992.
Bart W. Perini 26,587 11,827 14,760**
President and Chief Operating
Officer of Perini Land and
Development Company and Director
of the Company since prior to
March 1992.
Thomas E. Dailey 16,122 11,622 4,500**
Formerly Executive Vice
President, Construction and
current Director since prior to
March 1992.
* Includes shares to be issued under the Plans in April 1995.
** 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 March 31,
1995, there were 100,000 shares of $21.25 Convertible Exchangeable
Preferred Stock outstanding (the "$21.25 Preferred"), 4,515,610 shares of
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Common Stock outstanding, 662,252 shares of Common Stock reserved for
issuance upon conversion of the $21.25 Preferred, 60,529 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
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
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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
<PAGE>
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
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, 1994, 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
<PAGE>
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.
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 1994
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 12, 1995,
to be used in connection with the Annual Meeting of Stockholders to
be held on May 18, 1995; 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.
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.
<PAGE>
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 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
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indemnification agreements were ratified by stockholders at the 1987
Annual Meeting.
The Registrant has a one-year insurance policy, effective July 1,
1994 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, 1994, 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.
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 LLP, Independent Public Accountants.
24. Power of Attorney. (Contained on Signature Page)
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
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<PAGE>
securities offered 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.
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 10th day of April, 1995.
PERINI CORPORATION
By: /s/ David B. Perini
------------------------
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, John H. Schwarz
and Richard E. Burnham, and each of them, his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution,
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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:
Signature Title Date
Chairman, President, Chief
Executive Officer and Director
/s/ David B. Perini (Principal Executive Officer) April 7, 1995
------------------------
DAVID B. PERINI
Executive Vice President,
Finance and Administration
/s/ John H. Schwarz (Principal Financial Officer) April 7, 1995
------------------------
JOHN H. SCHWARZ
Vice President and Controller
/s/ Barry R. Blake (Principal Accounting Officer) April 7, 1995
-----------------------
BARRY R. BLAKE
/s/ Richard J. Boushka Director April 7, 1995
-----------------------
RICHARD J. BOUSHKA
/s/ Marshall M. Criser Director April 7, 1995
-----------------------
MARSHALL M. CRISER
/s/ Thomas E. Dailey Director April 7, 1995
-----------------------
THOMAS E. DAILEY
/s/ Albert A. Dorman Director April 7, 1995
-----------------------
ALBERT A. DORMAN
/s/ Arthur J. Fox, Jr. Director April 7, 1995
-----------------------
ARTHUR J. FOX, JR.
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/s/ Nancy Hawthorne Director April 7, 1995
-----------------------
NANCY HAWTHORNE
/s/ John J. McHale Director April 7, 1995
-----------------------
JOHN J. McHALE
/s/ Jane E. Newman Director April 7, 1995
-----------------------
JANE E. NEWMAN
/s/ Bart W. Perini Director April 7, 1995
-----------------------
BART W. PERINI
/s/ Joseph R. Perini Director April 7, 1995
-----------------------
JOSEPH R. PERINI
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,
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<PAGE>
1990)).
23. Consent of Arthur Andersen LLP, Independent Public Accountants.
24. Power of Attorney (contained on Signature Page).
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
10, 1995 incorporated by reference in Perini Corporation's Form 10-K for
the year ended December 31, 1994 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
------------------------
ARTHUR ANDERSEN LLP
Boston, Massachusetts,
April 7, 1995
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