Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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
--------------------------------
(Full title of the plans)
DAVID B. PERINI
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
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
<PAGE>
Calculation of Registration Fee
<TABLE>
Proposed
Title of each class Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered (1) price per share (2) price (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 237,142 $6.50 $1,541,423 $467.05
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</TABLE>
(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 25, 1997. See Rule 457(h). Estimated solely
for the purpose of calculating the registration fee.
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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, 33-52967, 33-58519 and 333-03417.
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<PAGE>
This Registration Statement is registering 237,142 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, 33-52967, 33-58519 and 333-03417 on Form S-8 are
incorporated herein by reference.
Item 8. Exhibits
The following are filed as exhibits to this Registration
Statement.
5(a) Opinion of Jacobs Persinger & Parker as to legality
5(b) Opinion of Robert E. Higgins, Esq., as to legality
23(a) Consent of Jacobs Persinger & Parker see Exhibit 5(a))
23(b) Consent of Robert E. Higgins, Esq. (see Exhibit 5(b))
23(c) Consent of Arthur Andersen LLP, Independent Public
Accountants
24 Power of Attorney (contained on Signature Page)
<PAGE>
PROSPECTUS
Perini Corporation
36,100 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 then 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 May 1, 1997 as
reported on the American Stock Exchange Consolidated Reporting System was $7.25
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 May 2, 1997.
<PAGE>
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, 1996, including the consolidated
financial statements and related schedules filed pursuant to
Section 13 of the 1934 Act.
2. The Company's Proxy Statement dated April 9, 1997 to be used in
connection with the Annual Meeting of Stockholders to be held on
May 15, 1997.
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.
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<PAGE>
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) 628-2000.
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.
<TABLE>
Name and Positions Number of Shares and
with the Company Common Stock Percentage Owned
or Affiliates within the Beneficially Owned at Common Stock after Completion
Past 3 Years May 1, 1997 * Offered Hereby of Offering
<S> <C> <C> <C>
David B. Perini 173,315 11,064 162,251 3.28%
Chairman and Chief
Executive Officer of
Perini Corporation
since prior to April
1994.
Bart W. Perini 19,664 3,043 16,621 **
Formerly President and
Chief Operating Officer
of Perini Land and
Development Company
and Director of the
Company since prior to
April 1994.
</TABLE>
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<PAGE>
<TABLE>
Name and Positions Number of Shares and
with the Company Common Stock Percentage Owned
or Affiliates within the Beneficially Owned at Common Stock after Completion
Past 3 Years May 1, 1997 * Offered Hereby of Offering
<S> <C> <C> <C>
Richard J. Rizzo 36,109 7,331 28,778 **
Executive Vice
President, Building
Construction, of the
Company since prior to
April 1994.
John H. Schwarz 28,448 7,331 21,117 **
Executive Vice
President, Finance and
Administration of the
Company since August
1994; and Chief
Executive Officer of
Perini Land and
Development Company
since prior to April
1994.
Donald E. Unbekant 43,183 7,331 35,852 **
Executive Vice
President, Civil
Construction, of the
Company since prior to April 1994.
</TABLE>
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* Includes shares to be issued under the Plans in May 1997.
** Less than one percent.
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<PAGE>
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, 1997, there were
100,000 shares of $21.25 Convertible Exchangeable Preferred Stock outstanding
(the "$21.25 Preferred"), 152,569 shares of the Redeemable Series B Cumulative
Convertible Preferred Stock (the "Series B Preferred"), 4,898,648 shares of
Common Stock outstanding, 662,252 shares of Common Stock reserved for issuance
upon conversion of the $21.25 Preferred, 4,128,191 shares of Common Stock
reserved for issuance upon conversion of the Series B Preferred, 481,610 shares
of Common Stock reserved for issuance upon exercise of outstanding employee
stock options, 225,000 shares of Common Stock reserved for issuance upon
exercise of outstanding director stock options and 420,000 shares of Common
Stock reserved for issuance upon Exercise of Outstanding Stock Purchase Warrants
by the Company's bank group. 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. Holders of the Series B Preferred have ths same voting rights as
holders of Common Stock, equal to the number of shares of Common Stock into
which the Series B Preferred can be converted. 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
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<PAGE>
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 10% 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 March 21, 2000, 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
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<PAGE>
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 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 and schedules for the year ended
December 31, 1996, 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 reports
thereon and have been so included in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
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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<PAGE>
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 1996 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 9, 1997, to be
used in connection with the Annual Meeting of Stockholders to be
held on May 15, 1997;
(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 by the Shareholder Rights Agreement and
Certificate of Vote of Directors adopting a Shareholder Rights
Plan providing for the issuance of Series A Junior Participating
Cumulative Preferred Stock purchase right as a dividend (such
Shareholder Rights Agreement and Certificate of Vote of
Directors is filed as Exhibit 4.4 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995), such
Shareholder Rights Agreement was further amended and restated on
January 17, 1997 and is filed as Exhibit 4.4 to Amendment No. 1
to Registration Statement on Form 8-A/A filed on January 29,
1997.
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.
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
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<PAGE>
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 indemnification agreements were
ratified by stockholders at the 1987 Annual Meeting.
The Registrant has a one-year insurance policy, effective July 1, 1996
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, 1996,
with The Federal Insurance Company, insuring directors and officers against
certain liabilities in the
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<PAGE>
amount of $5 million excess over the primary coverage.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit
No. Description
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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 dated as of September 23, 1988, as
amended and restated as of May 17, 1990, and as further amended
and restated as of January 17, 1997, between Perini Corporation
and State Street Bank and Trust Company, as Rights Agent.
4(e). Certificate of Vote of Directors Establishing a Series of
Preferred Stock, dated January 16, 1997.
4(f). Voting Agreement dated as of January 17, 1997 by and among PB
Capital, David B. Perini, Perini Memorial Foundation, David B.
Perini Testamentary Trust, Ronald N. Tutor, and Tutor-Saliba
Corporation.
5(a). Opinion of Jacobs Persinger & Parker regarding legality.
5(b). Opinion of Robert E. Higgins, Esq., regarding legality.
23(a). Consent of Jacobs Persinger & Parker.
23(b). Consent of Robert E. Higgins, Esq.
23(c). Consent of Arthur Andersen LLP, Independent Public Accountants.
24. Power of Attorney.
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
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<PAGE>
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 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.
II - 4
<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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Framingham, Massachusetts, on the 2nd
day of May, 1997.
Perini Corporation
By: s/David B. Perini
----------------------
David B. Perini
Chairman 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 and John H. Schwarz, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, 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:
<TABLE>
Signature Title Date
<S> <C> <C>
s/David B. Perini Chairman, President, Chief May 2, 1997
DAVID B. PERINI Executive Officer and Director
(Principal Executive Officer)
s/John H. Schwarz Executive Vice President, Finance May 2, 1997
JOHN H. SCHWARZ and Administration and Director
(Principal Financial Officer)
s/Barry B. Blake Vice President and Controller May 2, 1997
BARRY R. BLAKE (Principal Accounting Officer)
s/Richard J. Boushka Director May 2, 1997
RICHARD J. BOUSHKA
</TABLE>
II - 5
<PAGE>
<TABLE>
Signature Title Date
<S> <C> <C>
s/Marshall M. Criser Director May 2, 1997
MARSHALL M. CRISER
Director May 2, 1997
THOMAS E. DAILEY
s/Albert A. Dorman Director May 2, 1997
ALBERT A. DORMAN
s/Arthur J. Fox, Jr. Director May 2, 1997
ARTHUR J. FOX, JR.
s/Nancy Hawthorne Director May 2, 1997
NANCY HAWTHORNE
s/Michael R. Klein Director May 2, 1997
MICHAEL R. KLEIN
Director May 2, 1997
DOUGLAS J. MCCARRON
s/John J. McHale Director May 2, 1997
JOHN J. McHALE
s/Jane E. Newman Director May 2, 1997
JANE E. NEWMAN
s/Bart W. Perini Director May 2, 1997
BART W. PERINI
s/Ronald N. Tutor Director May 2, 1997
RONALD N. TUTOR
</TABLE>
II - 6
<PAGE>
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 4(a) to Registrant's Amendment No.
1 to Form S-2 Registrant 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 dated as of September 23, 1988, as
amended and restated as of May 17, 1990, and as further amended
and restated as of January 17, 1997, between Perini Corporation
and State Street Bank and Trust Company, as Rights Agent
(incorporated as Exhibit 4.4 to Amendment No. 1 to Registrant's
Registration Statement on Form 8-A/A filed on January 29, 1997).
4(e). Certificate of Vote of Directors Establishing a Series of
Preferred Stock, dated January 16, 1997 (incorporated by
reference to 4.8 to Registrant's current report on Form 8-K
filed on February 14, 1997).
4(f). Voting Agreement dated as of January 17, 1997 by and among PB
Capital, David B. Perini, Perini Memorial Foundation, David B.
Perini Testamentary Trust, Ronald N. Tutor, and Tutor-Saliba
Corporation (incorporated by reference to Exhibit 4.11 to
Registrant's Form 8-K filed on February 14, 1997).
5(a). Opinion of Jacobs Persinger & Parker regarding legality - filed
herewith.
5(b). Opinion of Robert E. Higgins, Esq., regarding legality - filed
herewith.
23(a). Consent of Jacobs Persinger & Parker (see Exhibit 5(a)).
23(b). Consent of Robert E. Higgins, Esq., (see Exhibit 5(b)).
23(c). Consent of Arthur Andersen LLP, Independent Public Accountants -
filed herewith.
24. Power of Attorney (contained on Signature Page).
II - 7
<PAGE>
Exhibit 5(a)
May 2, 1997
Perini Corporation
73 Mt. Wayte Avenue
Framingham, Massachusetts 01701
Re: Registration Statement on Form S-8
Dear Sirs:
We refer to the Registration Statement on Form S-8 of Perini
Corporation, a Massachusetts corporation (the "Company"), with respect to
237,142 shares (the "Subject Shares") of Common Stock, $1.00 par value, of the
Company to be issued to certain officers and key employees as part of their 1996
incentive compensation under the Company's Amended and Restated General
Incentive Compensation Plan and Amended and Restated Construction Business Unit
Incentive Compensation Plan. In connection with the foregoing, we have examined
such corporate records and documents and certificates of officers of the Company
and have made such other inquiries as we deemed appropriate in order to express
the opinion set forth below.
Based on the foregoing, we are of the opinion that the Subject Shares
have been duly authorized and when issued, will be validly issued, fully paid
and non-assessable, with no personal liability attaching to the ownership
thereof subject to Section 45 of the Massachusetts Business Corporation Law.
The members of this firm are not members of the Bar of Massachusetts.
Insofar as the opinion expressed herein may relate to the laws of the
Commonwealth of Massachusetts, we have relied on the opinion dated even date
herewith of Robert E. Higgins, Esq.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules or Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
s/Jacobs Persinger & Parker
Jacobs Persinger & Parker
II - 8
<PAGE>
Exhibit 5(b)
May 2, 1997
Jacobs Persinger & Parker
77 Water Street
New York, NY 10005
Re: Registration Statement on Form S-8
Dear Sirs:
I am acting as counsel to Perini Corporation, a Massachusetts
corporation (the "Company") and am an attorney duly admitted to practice in the
Commonwealth of Massachusetts.
I refer to the Registration Statement on Form S-8 of the Company with
respect to 237,142 shares (the "Subject Shares") of Common Stock, $1.00 par
value, of the Company to be issued to certain officers and key employees as part
of their 1996 incentive compensation under the Company's Amended and Restated
General Incentive Compensation Plan and Amended and Restated Construction
Business Unit Incentive Compensation Plan. In connection with the foregoing, I
have examined such corporate records and documents and certificates of officers
of the Company and have made such other inquiries as I deemed appropriate in
order to express the opinion set forth below.
Based on the foregoing, I am of the opinion that the Subject Shares have
been duly authorized and when issued, will be validly issued, fully paid and
non-assessable, with no personal liability attaching to the ownership thereof
subject to Section 45 of the Massachusetts Business Corporation Law.
I am the owner of 60 shares of the Company's Common Stock.
I consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules or Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
s/Robert E. Higgins
Robert E. Higgins
Counsel
II - 9
<PAGE>
Exhibit 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 14, 1997
included in Perini Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996 and to all references to our Firm included in this
registration statement.
s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 2, 1997
II - 10
<PAGE>
