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 March 31, 1997
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 May 10, 1997:
5,155,811
Page 1 of 14
<PAGE>
PERINI CORPORATION & SUBSIDIARIES
INDEX
<TABLE>
Page Number
<S> <C> <C>
Part I. - Financial Information:
Item 1. Financial Statements
Consolidated Condensed Balance Sheets - 3
March 31, 1997 and December 31, 1996
Consolidated Condensed Statements of Income - 4
Three Months ended March 31, 1997 and 1996
Consolidated Condensed Statements of Cash Flows - 5
Three Months ended March 31, 1997 and 1996
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 - 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11 - 13
Signatures 14
</TABLE>
2
<PAGE>
<TABLE>
PERINI CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
MARCH 31, 1997 AND DECEMBER 31, 1996
(In Thousands)
<CAPTION>
ASSETS
MARCH 31, DEC. 31,
1997 1996
---------------- ----------------
<S> <C> <C>
Cash $ 44,504 $ 9,745
Accounts and Notes Receivable 189,881 188,120
Unbilled Work 37,407 35,600
Construction Joint Ventures 74,119 78,233
Real Estate Inventory, at the lower of cost or market 37,629 37,914
Deferred Tax Asset 3,211 3,513
Other Current Assets 4,175 1,655
---------------- ----------------
Total Current Assets $ 390,926 $ 354,780
---------------- ----------------
Land Held for Sale or Development $ 22,475 $ 21,520
Investments in and Advances to Real Estate Joint Ventures 72,643 71,253
Other 2 49
---------------- ----------------
Total Real Estate Development Investments $ 95,120 $ 92,822
---------------- ----------------
Other Assets $ 4,543 $ 5,574
---------------- ----------------
Property and Equipment, less Accumulated Depreciation of $23,311 in 1997 and
$23,013 in 1996 $ 11,116 $ 11,116
---------------- ----------------
$ 501,705 $ 464,292
================ ================
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current Maturities of Long-Term Debt $ 7,438 $ 16,421
Accounts Payable 203,419 183,407
Advances from Construction Joint Ventures 26,720 47,544
Deferred Contract Revenue 27,693 23,841
Accrued Expenses 25,597 26,823
---------------- ----------------
Total Current Liabilities $ 290,867 $ 298,036
---------------- ----------------
Deferred Income Taxes and Other Liabilities $ 30,879 $ 31,297
---------------- ----------------
Long-Term Debt, including real estate development debt of $2,898 in 1997 and
$4,287 in 1996 $ 110,765 $ 96,893
---------------- ----------------
Minority Interest $ 2,302 $ 2,508
---------------- ----------------
Redeemable Convertible Series B Preferred Stock $ 27,272 ---
---------------- ----------------
Stockholders' Equity:
Preferred Stock $ 100 $ 100
Series A Junior Participating Preferred Stock --- ---
Stock Purchase Warrants 2,233 ---
Common Stock 5,032 5,032
Paid-In Surplus 55,976 57,080
Retained Earnings (18,805) (20,666)
ESOT Related Obligations (2,784) (3,856)
---------------- ----------------
$ 41,752 $ 37,690
Less - Treasury Stock 2,132 2,132
---------------- ----------------
Total Stockholders' Equity $ 39,620 $ 35,558
---------------- ----------------
$ 501,705 $ 464,292
================ ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
PERINI CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
(In Thousands, Except Per Share Data)
THREE MONTHS
ENDED MARCH 31,
1997 1996
--------------- ---------------
<S> <C> <C>
REVENUES FROM OPERATIONS:
Construction $ 317,517 $ 258,515
Real Estate 9,702 11,514
--------------- ---------------
TOTAL REVENUES FROM OPERATIONS $ 327,219 $ 270,029
--------------- ---------------
COST AND EXPENSES:
Cost of Operations $ 315,087 $ 258,250
General, Administrative and Selling Expenses 6,820 8,134
--------------- ---------------
$ 321,907 $ 266,384
--------------- ---------------
INCOME FROM OPERATIONS $ 5,312 $ 3,645
Other Income (Expense), Net (598) (336)
Interest Expense (2,738) (1,707)
--------------- ---------------
Income Before Income Taxes $ 1,976 $ 1,602
Provision for Income Taxes (Note 2) 115 115
--------------- ---------------
NET INCOME $ 1,861 $ 1,487
=============== ===============
EARNINGS PER COMMON SHARE (Note 3) $ 0.15 $ 0.20
=============== ===============
DIVIDENDS PER COMMON SHARE (Note 4) $ --- $ ---
=============== ===============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 3) 4,898,648 4,722,672
=============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
PERINI CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(In Thousands)
THREE MONTHS
ENDED MARCH 31,
1997 1996
-------------- --------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 1,861 $ 1,487
Adjustments to reconcile net income to net cash provided from operating activities:
Depreciation and amortization 650 666
Noncurrent deferred taxes and other liabilities (418) 4,419
Distributions greater (less) than earnings of joint ventures and affiliates 1,481 44
Cash provided from (used by) changes in components of working capital other
than cash, notes payable and current maturities of long-term debt (4,474) (38,971)
Real estate development investments other than joint ventures 233 79
Other non-cash items, net (296) 15
-------------- --------------
NET CASH USED BY OPERATING ACTIVITIES $ (963) $ (32,261)
-------------- --------------
Cash Flows from Investing Activities:
Proceeds from sale of property and equipment $ 96 $ 737
Cash distributions of capital from unconsolidated joint ventures 3,740 1,820
Acquisition of property and equipment (457) (391)
Improvements to land held for sale or development (19) (13)
Improvements to real estate properties used in operations --- (110)
Capital contributions to unconsolidated joint ventures (1,016) (6,763)
Advances to real estate joint ventures, net (2,346) (729)
Investments in other activities 1,015 (123)
-------------- --------------
NET CASH PROVIDED FROM (USED BY) INVESTING ACTIVITIES $ 1,013 $ (5,572)
-------------- --------------
Cash Flows from Financing Activities:
Proceeds of long-term debt $ 17,806 $ 14,211
Repayment of long-term debt (9,797) (352)
Series B Preferred Stock issued, net 26,700 ---
Other --- 36
-------------- --------------
NET CASH PROVIDED FROM FINANCING ACTIVITIES $ 34,709 $ 13,895
-------------- --------------
Net Increase (Decrease) in Cash $ 34,759 $ (23,938)
Cash at Beginning of Year 9,745 29,059
-------------- --------------
Cash at End of Period $ 44,504 $ 5,121
============== ==============
Supplemental Disclosures of Cash paid during the period for:
Interest $ 2,894 $ 1,599
============== ==============
Income tax payments (refunds) $ 120 $ (57)
============== ==============
</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, 1996. The Company has made no significant
change in these policies during 1997.
In the fourth quarter of 1997, the Company will adopt the provisions of
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings
Per Share", which is effective for financial statements for periods
ending after December 15, 1997. SAFS No. 128 requires replacement of
primary earnings per shares (EPS) with basis EPS, which is computed by
dividing income available to common shareholders by the weighted-average
number of common shares outstanding. Diluted EPS, which gives effect to
all dilutive potential common shares outstanding, will still be
required. All prior-period EPS data presented shall be restated. The EPS
amounts shown on the Company's consolidated statement of operations for
the three months ended March 31, 1997 and March 31, 1996 are the
equivalents of basic EPS. Diluted EPS are not required (see Note 3
below).
(2) Provision For Income Taxes
The lower-than-normal tax rate in 1997 and 1996 reflects the realization
of a portion of the tax benefit not recognized in prior years due to
certain accounting limitations.
(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 available for common shares are
calculated as follows (in thousands):
<TABLE>
1997 1996
----------------- -----------------
<S> <C> <C>
Net Income $ 1,861 $ 1,487
----------------- -----------------
Less:
Accrued dividends on Senior Preferred Stock $ (531) $ (531)
Dividends declared on Series B Preferred Stock (484) ---
Accretion deduction required to reinstate
mandatory redemption value of Series B
Preferred Stock over a period of 8-10 years (89) ---
----------------- -----------------
$ (1,104) $ (531)
----------------- -----------------
Earnings Available for Common Shares $ 757 $ 956
================= =================
</TABLE>
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.
6
<PAGE>
PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(4) 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 conjunction with the covenants of the
Company's Amended Revolving Credit Agreement as well as the New Credit
Agreement, effective January 17, 1997, the Company is required to
suspend the payment of quarterly dividends on its $21.50 preferred stock
("Senior Preferred Stock") until certain financial criteria are met.
Therefore, the dividends on the Senior Preferred Stock have not been
declared since 1995 (although they have been fully accrued due to the
"cumulative" feature of the Senior Preferred Stock).
In-kind dividends (based on an annual rate of 10%) were paid on March
17, 1997 on the Series B Preferred Stock for the period from January 17,
1997 (date of issuance) to March 15, 1997 to the stockholders of record
on March 1, 1997. The dividend was paid in the form of approximately
2,419 additional shares of Series B Preferred Stock valued at $200.00
per share for a total of $483,815.
(5) Basis of Presentation
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, 1996. 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 March 31, 1997 and December 31, 1996
and results of operations and cash flows for the three month periods
ended March 31, 1997 and 1996. The results of operations for the three
month period ended March 31, 1997 may not be indicative of the results
that may be expected for the year ending December 31, 1997 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.
(6) New Equity and New Credit Agreement
As disclosed in Note 14 to the Company's financial statements included
in the Company's Form 10-K for the year ended December 31, 1996, on
January 17, 1997, the Company stockholders approved two proposals that
allowed the Company to close its new equity transaction and receive the
net proceeds of $27 million. Concurrent with the closing of the equity
transaction, the Company entered into a new renegotiated Revolving
Credit Agreement.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
Results of Operations
Revenues increased $57.2 million (or 21.2%), from $270.0 million in 1996 to
$327.2 million in 1997. This increase resulted from increased construction
revenues of $59.0 million (or 22.8%), from $258.5 million in 1996 to $317.5
million in 1997, due primarily to an increase in revenues from building
construction operations of $67.0 million (or 37.6%), from $178.2 million in 1996
to $245.2 million in 1997. Increased building construction revenues were due
primarily to hotel/casino projects in Las Vegas and to a lesser degree an
increase in revenues from correctional facility projects in the East which were
partially offset by a decrease in building construction revenues in the Midwest
due to a substantial decrease in backlog going into 1997. The increase in
building construction revenues was partially offset by a decrease in revenues
from civil construction operations of $8.0 million (or 10.0%), from $80.3
million in 1996 to $72.3 million in 1997 due to a substantial decrease in
backlog in the Midwest going into 1997 and the timing in the start-up of other
new infrastructure construction projects. Real estate revenues also decreased by
$1.8 million, from $11.5 million in 1996 to $9.7 million in 1997 due primarily
to the completion of the sales program in late 1996 related to a condominium
project in Georgia.
In spite of the increase in revenues, the total gross profit increased only
slightly, from $11.8 million in 1996 to $12.1 million in 1997, primarily due to
an overall increase in gross profit from construction operations of $.7 million
(or 6%), from $11.7 million in 1996 to $12.4 million in 1997. This net increase
is due primarily to the increase in building construction revenues referred to
above (although at a substantially lower margin than those experienced on civil
construction projects); the decrease in civil construction revenues; and losses
incurred in closing out several building construction projects in the Midwest.
The gross profit from real estate operations decreased $.4 million, from a
profit of $.1 million in 1996 to a loss of $.3 million in 1997 due primarily to
the decrease in condominium sales in Georgia referred to above.
General, administrative and selling expenses decreased by $1.3 million (or 16%),
from $8.1 million in 1996 to $6.8 million in 1997 primarily due to down-sizing
and refocusing of certain marginal construction units.
Other income (expense) net increased by $.3 million (or 100%), from a net
expense of $.3 million in 1996 to a net expense of $.6 million in 1997 due to
increased amortization of deferred debt expense related to the new credit
agreement.
Interest expense increased by $1.0 million (or 59%), from $1.7 million in 1996
to $2.7 million in 1997 due to a higher average level of borrowings during 1997
as well as higher effective interest rates.
The lower than normal tax rate in 1997 and 1996 is due to the utilization of tax
loss carry forwards from prior years. Because of certain accounting limitations,
the Company was not able to recognize a portion of the tax benefit related to
the operating losses experienced in fiscal 1996 and 1995.
Financial Condition
Working capital increased $43.4 million, from $56.7 million at the end of 1996
to $100.1 million at March 31, 1997, the highest level in recent years. The
primary reasons for the increase in working capital are the net proceeds
received from the sale of the Redeemable Cumulative Convertible Series B
Preferred Stock ($27 million) and the increased borrowings under the Company's
Revolving Credit Facility ($15 million). The current ratio increased from 1.19:1
to 1.34:1 during this same period.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(Continued)
During the first three months of 1997, the Company generated a $34.7 million in
cash from financing activities which included $26.7 million in net proceeds from
the sale of the Series B Preferred Stock and $8 million from net borrowings. The
$1.0 million provided from investing activities was essentially offset by the
$1.0 million used by operating activities, primarily increased working capital
requirements.
Long-term debt at March 31, 1997 was $110.8 million, an increase of $13.9
million from December 31, 1996. The long-term debt to equity ratio at March 31,
1997 was 2.80 to 1, compared to 2.72 to 1 at December 31, 1996.
Effective January 17, 1997 the Company's liquidity and access to future
borrowings, as required, during the next few years were significantly enhanced
by the $27 million in net proceeds received upon the issuance of the new Series
B Preferred Stock and a new renegotiated Revolving Credit Agreement. Under the
new Credit Agreement, the previous Revolving Credit Agreement and Bridge Loan
Facility were combined into a single $129.5 million credit facility and the
expiration dates extended from 1997 to January 1, 2000. The new Credit Agreement
provides for scheduled mandatory reductions in the commitment in the amount of
$15.0 million in 1997, $15.0 million in 1998, $12.5 million in 1999 and the
balance in 2000. Management believes that cash generated from operations,
existing credit lines and additional borrowings should be adequate to meet the
Company's funding requirements for at least the next twelve months.
Outlook
The statements contained in this Outlook that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
statements regarding the Company's expectations, hopes, beliefs, intentions or
strategies regarding the future. All forward-looking statements included in this
Outlook are based on information available to the Company on the date hereof. It
is important to note that the Company's actual results could differ materially
from those in such forward-looking statements.
Looking ahead, we must consider the Company's construction backlog and remaining
portfolio of real estate projects. The overall construction backlog at March 31,
1997 was a $1.533 billion which represented a slight increase over the backlog
at December 31, 1996. While approximately 40% of the current backlog relates to
building construction projects which generally represent lower risk, lower
margin work, approximately 60% of the current backlog relates to heavy
construction projects which generally represent higher risk, but correspondingly
higher margin work.
The Company's strategic plan to generate up to $30 million in short-term
liquidity from certain of its real estate properties through accelerated sales
is proceeding according to plan.
9
<PAGE>
Part II. - Other Information
Item 1. - Legal Proceedings - None
Item 2. - Changes in Securities
(a)(b)(c) On January 17, 1997, the Company issued and sold 150,150 shares
of Series B Cumulative Convertible Preferred Stock, par value
$1.00 per share (the "Series B Preferred"), to PB Capital
Partners, L.P., The Union Labor Life Insurance Company Separate
Account P and The Common Fund for Non-Profit Organization for a
price of $200 per share, or a total purchase price of
$30,030,000. Dividends are payable on the Series B Preferred
either in cash or in additional shares of Series B Preferred (a
"Payment-In- Kind"). The cash dividend rate is 7 percent (9
percent upon the occurrence of certain defaults) and the
Payment-In-Kind dividend rate is 10 percent (12 percent upon
the occurrence of certain defaults) of the Liquidation
Preference, which is equal to $200 per share of Series B
Preferred. The terms of the Series B Preferred provide that no
cash dividends or other cash distributions may be paid in
respect of the Company's Common Stock until 2001, at which time
limited dividends may be paid if authorized by the Board of
Directors.
Each share of Series B Preferred is convertible, at any time,
at the election of the holder, into fully paid and
nonassessable shares of Common Stock at the rate of that number
of shares of Common Stock that is equal to the Liquidation
Preference. Holders of the Series B Preferred have voting
rights equal to the number of shares of Common Stock into which
it is convertible and will vote as a class with holders of the
Common Stock.
Upon the issuance of the Series B Preferred, the rights of
existing stockholders were affected in several principal ways.
As the Series B Preferred is convertible and have voting rights
equal to the number of shares of Common Stock into which it is
convertible, the voting rights of existing stockholders is
diluted. In addition, the right of the holders of the Series B
Preferred to designate certain directors and members of the
Executive Committee, including providing such Executive
Committee members with an effective veto over certain major
decisions of the Company, is also a dilutive effect on the
voting rights of stockholders. In addition, the Series B
Preferred may also have a dilutive effect on the earnings per
share of the Company due to the increase in number of shares of
Common Stock on a fully diluted basis. Furthermore, the book
value of each share of Common Stock may decrease due to a
conversion price below book value.
Registration under the Securities Act of 1933, as amended (the
"Act"), of the Series B Preferred was not required for the
reason that the Series B Preferred was issued and sold to a
limited number of investors and accomplished in transactions
not involving a public offering within the meaning of Section
4(2) of the Act.
Item 3. - Defaults Upon Senior Securities
(a) None
(b) In accordance with the provisions of the 1995 Amended Revolving Credit
Agreement and the recently renegotiated new Credit Agreement, the
Company suspended payment of quarterly dividends on its $21.25
Convertible Exchangeable Preferred Stock ("Senior Preferred Stock")
commencing with the dividend that normally would have been declared
during December, 1995 through the dividend that would normally have been
declared during March, 1997 for a total arrearage of $31.875 per share
(or $3.1875 per depositary share) which aggregates $3,187,500 to
10
<PAGE>
Part II. - Other Information (Continued)
date. While these dividends have not been declared or paid, they have
been fully accrued in accordance with the "cumulative" feature of the
stock.
Item 4. - Submission of Matters to a Vote of Security Holders
(a) January 17, 1997 - Special Meeting of Shareholders
(b) Not applicable
(c) (1.) To approve (i) the issuance of 150,150 shares
of Series B Cumulative Convertible Junior
Preferred Stock, par value $1.00 per share, of
the Company (the "Series B Preferred Stock")
to PB Capital Partners, L.P., The Union Labor
Life Insurance Company Separate Account P, The
Common Fund for Non-Profit Organizations for
the account of its Equity Fund, and permitted
assigns (the "Investors") for an aggregate
purchase price of $30,030,000, upon the terms
and conditions described in the Proxy
Statement and (ii) the issuance of any other
shares of the Series B Preferred Stock upon
the terms and conditions described in the
Proxy Statement.
Number of Vote
-----------------------------------
For Against Abstain
3,001,571 336,803 11,211
(2.) To approve an amendment to the By-Laws of the
Company, as more fully described in the Proxy
Statement, which requires the Board of
Directors to elect an Executive Committee and
sets forth its powers and composition. This
amendment, if approved, will take effect only
if shares of the Series B Preferred Stock are
in fact issued to the Investors.
Number of Vote
----------------------------------
For Against Abstain
3,000,231 333,137 16,217
(d) Not applicable
Item 5. - Other Information - None
Item 6. - Exhibits and Reports on Form 8-K
(a) The following designated exhibits are, as indicated below, either filed
herewith or have heretofore been filed with the Securities and Exchange
Commission under the Securities Act of 1933 or the Securities Act of
1934 and are referred to and incorporated herein by reference to such
filings.
Exhibit 3. Articles of Incorporation and By-laws
Incorporated herein by reference:
3.1 Restated Articles of Organization - As amended
through January 17, 1997 - Exhibit 3.1 to 1996
Form 10-K filed March 31, 1997.
3.2 By-laws - As amended and restated as of
January 17, 1997 - Exhibit 3.2 to
11
<PAGE>
Part II. - Other Information (Continued)
Form 8-K filed on February 14, 1997.
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 dated as of
September 23, 1988, as amended and restated as
of May 17, 1990, as amended and restated as of
January 17, 1997, between Perini Corporation
and State Street Bank and Trust Company, as
Rights Agent - Exhibit 4.4 to Amendment No. 1
to Registration Statement on Form 8-A/A filed
on January 29, 1997.
4.5 Stock Purchase and Sale Agreement dated as of
July 24, 1996 by and among the Company, PB
Capital and RCBA, as amended - Exhibit 4.5 to
the Company's Quarterly Report on Form 10-Q/A
for the fiscal quarter ended September 30,
1996 filed on December 11, 1996.
4.8 Certificate of Vote of Directors Establishing
a Series of Preferred Stock determining the
relative rights and preferences of the Series
B Cumulative Convertible Preferred Stock,
dated January 16, 1997 - Exhibit 4.8 to Form
8- K filed on February 14, 1997.
4.9 Stock Assignment and Assumption Agreement
dated as of December 13, 1996 by and among the
Company, PB Capital and ULLICO (filed as
Exhibit 4.1 to the Schedule 13D filed by
ULLICO on December 16, 1996 and incorporated
herein by reference).
4.10 Stock Assignment and Assumption Agreement
dated as of January 17, 1997 by and among the
Company, RCBA and The Common Fund - Exhibit
4.10 to Form 8-K filed on February 14, 1997.
4.11 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 - Exhibit 4.11 to
Form 8-K filed on February 14, 1997.
12
<PAGE>
Part II. - Other Information (Continued)
4.12 Registration Rights Agreement dated as of
January 17, 1997 by and among the Company, PB
Capital and ULLICO - Exhibit 4.12 to Form 8-K
filed on February 14, 1997.
Exhibit 10. Material Contracts
Incorporated herein by reference:
10.1 1982 Stock Option and Long Term Performance
Incentive Plan - Exhibit A to Registrant's
Proxy Statement for Annual Meeting of
Stockholders dated April 15, 1992.
10.2 Perini Corporation Amended and Restated
General Incentive Compensation Plan - Exhibit
10.2 to 1991 Form 10-K, as filed.
10.3 Perini Corporation Amended and Restated
Construction Business Unit Incentive
Compensation Plan - Exhibit 10.3 to 1991 Form
10-K, as filed.
Management Agreement dated as of January 17,
1997 by and among the Company, Ronald N.
Tutor and Tutor-Saliba Corporation
- Exhibit 10.16 to Form 8-K filed on February
14, 1997.
10.5 Amended and Restated Credit Agreement dated as
of January 17, 1997 among Perini Corporation,
the Banks listed herein and Morgan Guaranty
Trust Company of New York, as Agent, and Fleet
National Bank, as Co- Agent - Exhibit 10.17 to
Form 10-K filed March 31, 1997.
(b) A Form 8-K was filed on February 14, 1997 and reported on (i) "Change in
Real Estate Strategy" and (ii) the "Issuance of Series B Preferred
Stock" in "Item 5. Other Events" in said Form 8-K.
13
<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: May 15, 1997 /s/ John H. Schwarz
-------------------
John H. Schwarz, Executive Vice President,
Finance and Administration
Date: May 15, 1997 /s/ Barry R. Blake
------------------
Barry R. Blake, Vice President and Controller
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule containes summary financial information extracted from
Consolidated Balance Sheets as of March 31, 1997 and the Consolidated Statements
of Operations for the three months ended March 31, 1997 as qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 44,504
<SECURITIES> 0
<RECEIVABLES> 189,881
<ALLOWANCES> 0
<INVENTORY> 37,629
<CURRENT-ASSETS> 390,926 <F1>
<PP&E> 34,329
<DEPRECIATION> (23,213)
<TOTAL-ASSETS> 501,705 <F2>
<CURRENT-LIABILITIES> 290,867
<BONDS> 110,765
100
0
<COMMON> 5,032
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 501,705 <F3>
<SALES> 0
<TOTAL-REVENUES> 327,219
<CGS> 0
<TOTAL-COSTS> 315,087
<OTHER-EXPENSES> (598)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (2,738)
<INCOME-PRETAX> 1,976 <F4>
<INCOME-TAX> 115
<INCOME-CONTINUING> 1,861
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,861
<EPS-PRIMARY> .15
<EPS-DILUTED> 0
<FN>
<F1> Includes Equity in Construction Joint Ventures of $74,119, Unbilled Work of
$37,407, and Other Short-Term Assets of $7,386, not currently reflected in
this tag list.
<F2> Includes investments in and advances to Real Estate Joint Ventures of
$72,643, Land Held for Sale or Development of $22,475, and Other Long-Term
Assets of $4,545, not currently reflected in this tag list.
<F3> Includes Deferred Income Taxes and Other Liabilities of $30,879, Minority
Interest of $2,302, Paid-In Surplus of $55,976, Retained Deficit of
$(18,805), ESOT Related Obligations of $(2,784), Treasury Stock of
$(2,132), Stock Purchase Warrants of $2,233 and Redeemable Convertible
Series B Preferred Stock of $27,272.
<F4> Includes General, Administrative and Selling Expenses of $(6,820), not
currently relfected on this tag list.
</FN>
</TABLE>
