PERINI CORP
S-8 POS, 1995-04-25
GENERAL BLDG CONTRACTORS - NONRESIDENTIAL BLDGS
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                                                  Registration No. 33-52967


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                            POST EFFECTIVE AMENDMENT NO. 2
                                          TO
                                       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, MA 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
<PAGE>






                                  Perini Corporation



                    This Post Effective Amendment No. 2 to Registration
          Statement on Form S-8 (No. 33-52967) (the "Registration
          Statement") is being filed to deregister certain shares of common
          stock, $1.00 par value (the "Common Stock"), of Perini
          Corporation (the "Registrant") which were registered pursuant to
          the Registrant's Amended and Restated General Incentive
          Compensation Plan and Amended and Restated Construction Business
          Unit Incentive Compensation Plan (collectively the "Plans").

                    The Registration Statement registered 235,000 shares of
          Common Stock to be issued for the stock portion of the 1993
          incentive compensation awards (the "1993 Awards") payable to
          employees in 1994 under the Plans.  As of April 25, 1995, of the
          235,000 shares of Common Stock registered, 174,471 shares were
          issued in payment of the 1993 Awards and 60,529 shares are
          reserved and remain available for issuance upon payment of the
          1993 Awards.  Payment of the 1993 Awards is presently completed
          and the 60,529 shares of Common Stock reserved for issuance will
          not be issued and are hereby deregistered.
<PAGE>






                                      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 25th day of April, 1995.

                                             PERINI CORPORATION


                                             By:  /s/ David B. Perini
                                                  ------------------------
                                                  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


       /s/ David B. Perini     Chairman, President, Chief
       --------------------    Executive Officer and Director
       DAVID B. PERINI         (Principal Executive Officer)   April 25, 1995

       /s/ John H. Schwarz     Executive Vice President,
       --------------------    Finance and Administration
       JOHN H. SCHWARZ         (Principal Financial Officer)   April 25, 1995


       /s/ Barry R. Blake      Vice President and Controller
       --------------------    (Principal Accounting Officer)
       BARRY R. BLAKE                                          April 25, 1995


         Richard J. Boushka*   Director                        April 25, 1995
       --------------------
       RICHARD J. BOUSHKA

         Marshall M. Criser*   Director                        April 25, 1995
       --------------------
       MARSHALL M. CRISER

         
         Thomas E. Dailey*     Director                        April 25, 1995
       --------------------
       THOMAS E. DAILEY



         Albert A. Dorman*     Director                        April 25, 1995
       --------------------
       ALBERT A. DORMAN


         Arthur J. Fox, Jr.*   Director                        April 25, 1995
       --------------------
       ARTHUR J. FOX, JR.


         Nancy Hawthorne*      Director                        April 25, 1995
       --------------------
       NANCY HAWTHORNE


         John J. McHale*       Director                        April 25, 1995
       --------------------
       JOHN J. MCHALE


         Jane E. Newman*       Director                        April 25, 1995
       --------------------
       JANE E. NEWMAN


         Bart W. Perini*       Director                        April 25, 1995
       --------------------
       BART W. PERINI


         Joseph R. Perini*     Director                        April 25, 1995
       --------------------
       JOSEPH R. PERINI


       * By: /s/ David B. Perini
             -------------------------
             DAVID B. PERINI, attorney-in-fact
<PAGE>


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