UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-6314
Perini Corporation
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-1717070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
73 MT. WAYTE AVENUE, FRAMINGHAM, MASSACHUSETTS 01701-9160
(Address of principal executive offices)
(Zip code)
(508)-628-2000
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Number of shares of common stock of registrant outstanding at August 12, 1996:
4,847,853
Page 1 of 12
<PAGE>
PERINI CORPORATION & SUBSIDIARIES
INDEX
<TABLE>
Page Number
-----------
<S> <C> <C>
Part I. - Financial Information:
Item 1. Financial Statements
Consolidated Condensed Balance Sheets - 3
June 30, 1996 and December 31, 1995
Consolidated Condensed Statements of Income - 4
Three Months and Six Months ended June 30, 1996 and 1995
Consolidated Condensed Statements of Cash Flows - 5
Six Months ended June 30, 1996 and 1995
Notes to Consolidated Condensed Financial Statements 6 - 7
Item 2. Management's Discussion and Analysis of the Consolidated 8 - 9
Financial Condition and Results of Operations
Part II. - Other Information:
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
2
<PAGE>
PERINI CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
JUNE 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995 (1)
(In Thousands)
<TABLE>
<CAPTION>
ASSETS
JUNE 30, DEC. 31,
1996 1995
---------------- ----------------
<S> <C> <C>
Cash $ 12,999 $ 29,059
Accounts and Notes Receivable 172,183 180,978
Unbilled Work 36,444 28,304
Construction Joint Ventures 64,510 61,846
Real Estate Inventory, at the lower of cost or market 13,046 14,933
Deferred Tax Asset 13,973 13,039
Other Current Assets 6,336 2,186
---------------- ----------------
Total Current Assets $ 319,491 $ 330,345
---------------- ----------------
Land Held for Sale or Development $ 41,237 $ 41,372
Investments in and Advances to Real Estate Joint Ventures 151,088 148,225
Real Estate Properties Used in Operations 2,983 2,964
Other 189 302
---------------- ----------------
Total Real Estate Development Investments $ 195,497 $ 192,863
---------------- ----------------
Other Assets $ 4,002 $ 3,477
---------------- ----------------
Property and Equipment, less Accumulated Depreciation of $23,324 in 1996
and $27,299 in 1995 $ 11,487 $ 12,566
---------------- ----------------
$ 530,477 $ 539,251
================ ================
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current Maturities of Long-Term Debt $ 6,800 $ 5,697
Accounts Payable 186,333 197,052
Advances from Construction Joint Ventures 30,395 34,830
Deferred Contract Revenue 24,740 23,443
Accrued Expenses 20,704 32,778
---------------- ----------------
Total Current Liabilities $ 268,972 $ 293,800
---------------- ----------------
Deferred Income Taxes and Other Liabilities $ 55,494 $ 52,663
---------------- ----------------
Long-Term Debt, including real estate development debt of $3,501 in 1996
and $3,660 in 1995 $ 92,941 $ 84,155
---------------- ----------------
Minority Interest $ 2,919 $ 3,027
---------------- ----------------
Stockholders' Equity:
Preferred Stock $ 100 $ 100
Series A Junior Participating Preferred Stock --- ---
Common Stock 4,985 4,985
Paid-In Surplus 56,762 57,659
Retained Earnings 54,511 52,062
ESOT Related Obligations (3,976) (4,965)
---------------- ----------------
$ 112,382 $ 109,841
Less - Treasury Stock 2,231 4,235
---------------- ----------------
Total Stockholders' Equity $ 110,151 $ 105,606
---------------- ----------------
$ 530,477 $ 539,251
================ ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
(1) Derived from the audited December 31, 1995 financial statements.
3
<PAGE>
PERINI CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------- --------------
1996 1995 1996 1995
--------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
REVENUES FROM OPERATIONS:
Construction $ 307,238 $ 293,701 $ 565,753 $ 547,027
Real Estate 9,254 13,260 20,768 23,023
--------------- --------------- --------------- ----------------
TOTAL REVENUES FROM OPERATIONS $ 316,492 $ 306,961 $ 586,521 $ 570,050
--------------- --------------- --------------- ----------------
COST AND EXPENSES:
Cost of Operations $ 302,810 $ 294,543 $ 561,060 $ 545,459
General, Administrative and Selling Expenses 8,522 9,013 16,656 18,158
--------------- --------------- --------------- ----------------
$ 311,332 $ 303,556 $ 577,716 $ 563,617
--------------- --------------- --------------- ----------------
INCOME FROM OPERATIONS $ 5,160 $ 3,405 $ 8,805 $ 6,433
Other Income (Expense), Net (33) (112) (369) 236
Interest Expense (2,768) (1,824) (4,475) (3,943)
--------------- --------------- --------------- ----------------
Income Before Income Taxes $ 2,359 $ 1,469 $ 3,961 $ 2,726
Provision for Income Taxes (Note 2) 335 583 450 968
--------------- --------------- --------------- ----------------
NET INCOME $ 2,024 $ 886 $ 3,511 $ 1,758
=============== =============== =============== ================
EARNINGS PER COMMON SHARE (Note 3) $ 0.31 $ 0.08 $ 0.51 $ 0.15
=============== =============== =============== ================
DIVIDENDS PER COMMON SHARE (Note 4) $ --- $ --- $ --- $ ---
=============== =============== =============== ================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 3) 4,785,537 4,668,195 4,758,440 4,599,784
=============== =============== =============== ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
PERINI CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(In Thousands)
<TABLE>
SIX MONTHS
ENDED JUNE 30,
1996 1995
-------------- --------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 3,511 $ 1,758
Adjustments to reconcile net income to net cash provided from operating activities:
Depreciation and amortization 1,329 1,255
Noncurrent deferred taxes and other liabilities 2,831 (8,687)
Distributions greater (less) than earnings of joint ventures and affiliates 2,735 6,099
Cash provided from (used by) changes in components of working capital other
than cash, notes payable and current maturities of long-term debt (32,851) 24,036
Real estate development investments other than joint ventures 411 2,371
Other non-cash items, net (978) (1,104)
-------------- --------------
NET CASH (USED BY) PROVIDED FROM OPERATING ACTIVITIES $ (23,012) $ 25,728
-------------- --------------
Cash Flows from Investing Activities:
Proceeds from sale of property and equipment $ 1,210 $ 2,788
Cash distributions of capital from unconsolidated joint ventures 4,182 14,848
Acquisition of property and equipment (783) (722)
Improvements to land held for sale or development (62) (55)
Improvements to real estate properties used in operations (111) (119)
Capital contributions to unconsolidated joint ventures (7,248) (16,251)
Advances to real estate joint ventures, net (1,664) (3,168)
Investments in other activities (557) 176
-------------- --------------
NET CASH USED BY INVESTING ACTIVITIES $ (5,033) $ (2,503)
-------------- --------------
Cash Flows from Financing Activities:
Proceeds of long-term debt $ 11,593 $ 3,639
Repayment of long-term debt (715) (2,872)
Cash dividends paid --- (1,062)
Treasury stock issued 1,107 2,241
-------------- --------------
NET CASH PROVIDED FROM FINANCING ACTIVITIES $ 11,985 $ 1,946
-------------- --------------
Net Increase (Decrease) in Cash $ (16,060) $ 25,171
Cash at Beginning of Year 29,059 7,841
-------------- --------------
Cash at End of Period $ 12,999 $ 33,012
============== ==============
Supplemental Disclosures of Cash paid during the period for:
Interest $ 4,118 $ 4,027
============== ==============
Income tax payments $ 183 $ 143
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(1) SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed by the Company and its
subsidiaries in preparing its consolidated financial statements are set
forth in Note (1) to such financial statements included in Form 10-K for
the year ended December 31, 1995. The Company has made no significant
change in these policies during 1996.
(2) PROVISION FOR INCOME TAXES
The lower-than-normal tax rate in 1996 reflects the realization of a
portion of the tax benefit not recognized in 1995 due to certain
accounting limitations. The lower-than-normal tax rate in 1995 is due to
a tax benefit realized.
(3) PER SHARE DATA
Computations of earnings per common share amounts are based on the
weighted average number of the Company's common shares outstanding
during the periods presented. Earnings per common share reflect the
effect of preferred dividends accrued during both the 1996 and 1995
three and six month periods ended June 30, of $531,000 and $1,062,000,
respectively. Common stock equivalents related to additional shares of
common stock issuable upon exercise of stock options have not been
included since their effect would be antidilutive. Per share data on a
fully diluted basis is not presented because the effect of conversion of
the Company's depositary convertible exchangeable preferred shares into
common stock is also antidilutive.
(4) CASH DIVIDENDS
There were no cash dividends on common stock declared or paid during the
periods presented in the consolidated condensed financial statements
presented herein. As previously disclosed in the 1995 Form 10-K, in
conjunction with the covenants of the Company's Amended Revolving Credit
Agreement, the Company is required to suspend the payment of quarterly
dividends on its preferred stock until the Bridge Loan commitment is no
longer outstanding, if a default exists under the terms of the Amended
Revolving Credit Agreement, or if the ratio of long-term debt to equity
exceeds 50%. Therefore, the dividends on preferred stock that normally
would have been declared during December of 1995 and March and June of
1996, and payable on March 15, June 15, and September 15, 1996,
respectively, have not been declared (although they have been fully
accrued due to the "cumulative" feature of the preferred stock).
(5) CAPITALIZATION
In addition to its $114.5 million revolving credit agreement, effective
February 26, 1996, the Company entered into a Bridge Loan Agreement with
its revolver banks to borrow up to an additional $15 million through
July 31, 1996 at an interest rate of prime plus 2%. The Bridge Loan
Agreement provides for, among other things, interim mandatory reductions
in the amount of the commitment equal to the net proceeds from the sale
of collateral not included in the Company's 1996 budget and 50% of the
net proceeds from any new equity. Effective July 31, 1996, the Bridge
Loan Agreement was extended through September 30, 1996. Additionally, in
July 1996, the Company announced that it had entered into an agreement
with an investor group led by Richard C. Blum & Associates, L. P. of San
Francisco, California, for a $30 million investment in the form of a new
issuance of 150,150 shares of cumulative convertible junior preferred
stock in the Company. The preferred stock will be convertible into
shares of common stock of the Company at a conversion price of $10.50
per share. The issuance and listing of any such common stock on the
American Stock Exchange is subject to shareholder ratification of the
transaction at the next Annual Meeting of the Company. The preferred
shares will carry voting rights representing approximately 37% of the
outstanding common shares and will also entitle the investor group to
the appointment of three members of the Company's Board of Directors.
The investment agreement is subject to satisfactory renegotiation of
credit facilities with the Company's bank group and certain other
conditions, including the completion of due diligence. Subject to the
satisfaction of closing conditions, the Company expects to be able to
close the transaction by early October.
6
<PAGE>
(6) MANAGEMENT'S OPINION
The unaudited consolidated condensed financial statements presented
herein have been prepared in accordance with the instructions to Form
10-Q and do not include all of the information and note disclosures
required by generally accepted accounting principles. These statements
should be read in conjunction with the financial statements and notes
thereto included in the Company's Form 10-K for the year ended December
31, 1995. In the opinion of management, the accompanying unaudited
condensed financial statements include all adjustments, consisting only
of normal recurring adjustments, necessary to present fairly the
Company's financial position as of June 30, 1996 and December 31, 1995
and results of operations and cash flows for the six month periods ended
June 30, 1996 and 1995. The results of operations for the six month
period ended June 30, 1996 may not be indicative of the results that may
be expected for the year ending December 31, 1996 because the Company's
results generally consist of a limited number of large transactions in
both construction and real estate. Therefore, such results can vary
depending on the timing of transactions and the profitability of
projects being reported.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
RESULTS OF OPERATIONS
- ---------------------
Comparison of the Second Quarter of 1996 with the Second Quarter of 1995
------------------------------------------------------------------------
Revenues increased $9.5 million (or 3.1%), from $307 million in 1995 to $316.5
million in 1996. This increase resulted from increased construction revenues of
$13.5 million (or 4.6%), from $293.7 million in 1995 to $307.2 million in 1996,
due primarily to an increase in revenues from heavy operations of $31.9 million
(or 44%), from $71.8 million in 1995 to $103.7 million in 1996. This increase
was due primarily to the favorable impact of several large infrastructure
projects under way in late 1995, primarily in the metropolitan New York area.
This increase was partially offset by a decrease in revenues from building
operations of $18.4 million (or 8.3%), from $221.9 million in 1995 to $203.5
million in 1996 due primarily to the timing in the start-up of certain fast
track hotel/casino projects in 1996 in various parts of the United States. In
addition, revenues from real estate operations decreased $4 million, from $13.3
million in 1995 to $9.3 million in 1996 due to fewer land sales.
Total gross profit increased $1.3 million (or 10.5%), from $12.4 million in 1995
to $13.7 million in 1996 due to an overall increase in gross profit from
construction operations of $1.5 million (or 11.9%), from $12.6 million in 1995
to $14.1 million in 1996. This increase primarily reflects the increase in heavy
construction revenues referred to above and the normally higher margins
available in higher risk, heavy construction work. The favorable profit impact
of several large infrastructure projects under way in late 1995, primarily in
the metropolitan New York area, more than offset the negative profit impact
experienced in 1996 as a result of a profit write-down on a tunnel project in
the Midwest. The gross loss from real estate operations increased $.2 million,
from $.2 million in 1995 to $.4 million in 1996.
The decrease in general, administrative and selling expenses of $.5 million (or
5.6%), from $9 million in 1995 to $8.5 million in 1996, resulted primarily from
continued emphasis on reducing overall Company overhead expenses in conjunction
with the Company's re-engineering efforts commenced in prior years and the
continuation of the gradual down-sizing of the Company's real estate and
environmental remediation construction operations.
Interest expense increased by $.9 million (or 47%), from $1.9 million in 1995 to
$2.8 million in 1996, due to a higher average level of borrowings during 1996.
The lower than normal tax rate in 1996 is due to the utilization of tax loss
carry forwards from 1995. Because of certain accounting limitations, the Company
was not able to recognize a portion of the tax benefit related to the operating
loss experienced in fiscal 1995. Therefore, approximately $20 million of future
pretax earnings, including the earnings achieved in the second quarter of 1996,
should benefit from minimal tax charges.
Comparison of the Six Months Ended June 30, 1996 with the Six Months Ended
June 30, 1995
-------------
Revenues increased $16.4 million (or 2.9%), from $570.1 million in 1995 to
$586.5 million in 1996. This increase resulted from increased construction
revenues of $18.6 million (or 3.4%), from $547.1 million in 1995 to $565.7
million in 1996, due primarily to an increase in revenues from heavy
construction operations of $49.1 million (or 36.4%), from $134.9 million in 1995
to $184 million in 1996, which was partially offset by a decrease in revenues
from building construction operations of $30.5 million (or 7.4%), from $412.2
million in 1995 to $381.7 million in 1996. These revenue fluctuations reflect
the timing in the start-up of new construction projects, in particular certain
fast track hotel/casino projects in various parts of the United States as well
as certain long-term infrastructure rehabilitation projects. Revenues from real
estate operations decreased $2.2 million, from $23 million in 1995 to $20.8
million in 1996 due primarily to fewer land sales in Arizona and Florida.
Along with the modest increase in revenues, the total gross profit increased
slightly, from $24.6 million in 1995 to $25.5 million in 1996, due to an overall
increase in gross profit from construction operations of $.9 million (or 3.6%),
from $24.9 million in 1995 to $25.8 million in 1996. Overall gross profit
8
<PAGE>
margins on both building and heavy construction operations in 1996 were
comparable with those experienced in 1995. The favorable profit impact of
several large infrastructure projects under way in late 1995, primarily in the
metropolitan New York area, largely offset the negative profit impact
experienced in 1996 as a result of a profit write-down on a tunnel project in
the Midwest. Real estate operations experienced a gross loss of $.3 million in
both years.
General, administrative and selling expenses decreased by $1.5 million (or
8.2%), from $18.2 million in 1995 to $16.7 million in 1996 primarily due to
continued emphasis on reducing overall Company overhead expenses in conjunction
with the Company's re-engineering efforts commenced in prior years and the
continuation of the gradual down-sizing of the Company's real estate and
environmental remediation construction operations.
Other income decreased $.6 million, from income of $.2 million in 1995 to a loss
of $.4 million in 1996, primarily due to a lower gain on sale of fixed assets
and lower interest income earned in 1996, plus higher bank charges experienced
in 1996 in conjunction with the Company's renegotiation of certain provisions of
its Revolving Credit Agreement and the new Bridge Loan Agreement.
Interest expense increased by $.5 million (or 13%), from $4 million in 1995 to
$4.5 million in 1996 due to a higher average level of borrowings during 1996.
The lower than normal tax rate in 1996 is due to the utilization of tax loss
carry forwards from 1995. Because of certain accounting limitations, the Company
was not able to recognize a portion of the tax benefit related to the operating
loss experienced in fiscal 1995. Therefore, approximately $20 million of future
pretax earnings, including the earnings achieved in the first half of 1996,
should benefit from minimal tax charges.
FINANCIAL CONDITION
- -------------------
Working capital increased $14 million, from $36.5 million at the end of 1995 to
$50.5 million at June 30, 1996. The current ratio increased slightly from 1.12:1
to 1.19:1 during this same period.
During the first six months of 1996 the Company used $12 million in cash
provided from financing activities, primarily from net borrowings under its
long-term credit facilities, plus $16.1 million from cash on hand to fund cash
requirements on construction projects including $4.7 million for investments in
or advances to joint ventures.
Long-term debt at June 30, 1996 was $92.9 million, an increase of $8.8 million
from December 31, 1995. The long-term debt to equity ratio at June 30, 1996 was
.84 to 1, compared to .80 to 1 at December 31, 1995.
In addition to internally generated funds, the Company has access to additional
funds under its $114.5 million long-term Credit Agreement. Effective February
26, 1996, the Company entered into a Bridge Loan Agreement for an additional $15
million through July 31, 1996. Effective July 31, 1996, the Company received an
extension of the Bridge Loan Agreement through September 30, 1996. Additionally,
in July 1996 the Company announced that it had entered into an agreement with an
investor group led by Richard C. Blum & Associates, L. P. ("RCBA") of San
Francisco, California, whereby the Company would receive $30 million in cash and
RCBA would receive a new issuance of 150,150 shares of cumulative convertible
junior preferred stock in the Company. Subject to the satisfaction of closing
conditions, including satisfactory renegotiation of credit facilities with the
Company's bank group as well as the completion of due diligence, the Company
expects to be able to close the transaction by early October. At June 30, 1996
there was $12.5 million available under the Company's long-term credit facility
and $15 million available under the Bridge Loan Agreement. Management believes
that cash generated from operations, existing credit lines and additional
borrowings, as well as the anticipated proceeds from the issuance of cumulative
convertible junior preferred stock referred to above, should probably be
adequate to meet the Company's funding requirements for at least the next twelve
months. However, the withdrawal of many commercial lending sources from both the
real estate and construction markets and/or restrictions on new borrowings and
extensions on maturing loans by these same sources cause uncertainties in
predicting liquidity.
9
<PAGE>
PART II. - OTHER INFORMATION
- ----------------------------
Item 1. - Legal Proceedings - None
Item 2. - Changes in Securities
(a) None
(b) None
Item 3. - Defaults Upon Senior Securities - None
Item 4. - Submission of Matters to a Vote of Security Holders
(a) May 16, 1996 - Annual Meeting of Shareholders
(b) Not applicable
(c) (1) Nominees for Class III Directors as listed in the proxy
statement, to hold office for a three year term,
expiring in 1999 and until their successors are chosen
and qualified, were elected with the following vote:
<TABLE>
Number of Votes
---------------------------------------------------------------------------
Against or Abstentions and
Class III Director For Withheld Broker Non-Votes
- -------------------------- -------------- ---------------------- --------------------------
<S> <C> <C> <C>
Albert A. Dorman 4,185,623 87,743 450,940
John J. McHale 4,183,509 89,857 450,940
David B. Perini 4,184,548 88,818 450,940
</TABLE>
(2) The stockholder proposal to declassify the Board of Directors
so that all Directors are elected annually was defeated with
the following vote:
Number of Votes
- ---------------------------------------------------------------------------
Against or Abstentions and
For Withheld Broker Non-Votes
- --------------- ---------------------- --------------------------
1,308,914 1,788,575 1,626,817
(3) The stockholder proposal that all non-employee Directors
receive a minimum of fifty percent of their total compensation
in the form of Company stock which cannot be sold for three
years was defeated with the following vote:
Number of Votes
- ---------------------------------------------------------------------------
Against or Abstentions and
For Withheld Broker Non-Votes
- --------------- ---------------------- --------------------------
303,803 2,793,686 1,626,817
(d) Not applicable
10
<PAGE>
Item 5. - Other Information - None
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 3. Articles of Incorporation and By-laws
Incorporated herein by reference:
3.1 Restated Articles of Organization - As amended
through July 7, 1994 - Exhibit 3.1 to 1994 Form
10-K, as filed.
3.2 By-laws - As amended through September 14, 1990
- Exhibit 3.2 to 1991 Form 10-K, as filed.
Exhibit 4. Instruments Defining the Rights of Security Holders,
Including Indentures
Incorporated herein by reference:
4.1 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 - Exhibit 4(a)
to Amendment No. 1 to Form S-2 Registration
Statement filed June 19,
1987; SEC Registration No. 33-14434.
4.2 Form of Deposit Agreement, including form of
Depositary Receipt - Exhibit 4(b) to Amendment
No. 1 to Form S-2 Registration Statement filed
June 19, 1987; SEC Registration No. 33-14434.
4.3 Form of Indenture with respect to the 8 1/2%
Convertible Subordinated Debentures Due June
15, 2012, including form of Debenture -
Exhibit 4(c) to Amendment No. 1 to Form S-2
Registration Statement filed June 19, 1987;
SEC Registration No. 33-14434.
4.4 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 and restated as
of May 17, 1990, incorporated by reference
from Current Report on Form 8-K filed on May
25, 1990.
(b) None
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Perini Corporation
------------------
Registrant
Date: August 14, 1996
John H. Schwarz, Executive Vice President,
Finance and Administration
Date: August 14, 1996
Barry R. Blake, Vice President and Controller
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Perini Corporation
------------------
Registrant
Date: August 14, 1996 /s/ John H. Schwarz
-------------------
John H. Schwarz, Executive Vice President,
Finance and Administration
Date: August 14, 1996 /s/ Barry R. Blake
------------------
Barry R. Blake, Vice President and Controller
12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Balance Sheets as of June 30, 1996 and the Consolidated Statements of Operations
for the six months ended June 30, 1996 as qualified in its entirety by reference
to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 12,999
<SECURITIES> 0
<RECEIVABLES> 172,183
<ALLOWANCES> 0
<INVENTORY> 13,046
<CURRENT-ASSETS> 319,491 <F1>
<PP&E> 34,811
<DEPRECIATION> (23,324)
<TOTAL-ASSETS> 530,477 <F2>
<CURRENT-LIABILITIES> 268,972
<BONDS> 92,941
100
0
<COMMON> 4,985
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 530,477 <F3>
<SALES> 0
<TOTAL-REVENUES> 586,521
<CGS> 0
<TOTAL-COSTS> (561,060)
<OTHER-EXPENSES> (369)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (4,475)
<INCOME-PRETAX> 3,961 <F4>
<INCOME-TAX> 450
<INCOME-CONTINUING> 3,511
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,511
<EPS-PRIMARY> .51
<EPS-DILUTED> 0
<FN>
<F1> Includes Equity in Construction Joint Ventures of $64,510, Unbilled Work of
$36,444, and Other Short-Term Assets of $20,309, not currently reflected in this
tag list.
<F2> Inclues investments in and advances to Real Estate Joint
Ventures of $151,088, Land Held for Sale of Development of $41,237, and
Other Long-Term Assets of $7,174 not currently reflected in this tag list.
<F3> Includes Deferred Income Taxes and Other Liabilities of $55,494, Minority
Interest of $2,919, Paid-In Surplus of $56,762, Retained Earnings of
$53,018, ESOT Related Obligations of $(3,976), and Treasury Stock of
$(2,231).
<F4> Includes General, Administrative and Selling Expenses of $16,656, not
currently reflected on this tag list.
</FN>
</TABLE>
