Registration No. 333-26423
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Perini Corporation
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS
(State or other jurisdiction of incorporation or organization)
04-1717070
(I.R.S. Employer Identification No.)
73 MT. WAYTE AVENUE, FRAMINGHAM, MASSACHUSETTS 01701
(508) 628-2000
(Address, including zip code, and
telephone number, including area
code, of registrant's principal
executive offices)
PERINI CORPORATION AMENDED AND RESTATED GENERAL
INCENTIVE COMPENSATION PLAN
PERINI CORPORATION AMENDED AND RESTATED CONSTRUCTION
BUSINESS UNIT INCENTIVE COMPENSATION PLAN
--------------------------------
(Full title of the plans)
DAVID B. PERINI
CHAIRMAN OF THE COMPANY
PERINI CORPORATION
73 MT. WAYTE AVENUE, FRAMINGHAM, MASSACHUSETTS 01701
(508) 628-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Thomas W. Jackson, Esq.
Jacobs Persinger & Parker
77 Water Street, New York, New York 10005
(212) 344-1866
<PAGE>
Perini Corporation
This Post Effective Amendment No. 1 to Registration Statement on Form
S-8 (No. 333-26423) (the "Registration Statement") is being filed to deregister
certain shares of Common Stock, $1.00 par value (the "Common Stock"), of Perini
Corporation (the "Registrant") which were registered pursuant to the
Registrant's Amended and Restated General Incentive Compensation Plan and
Amended and Restated Construction Business Unit Incentive Compensation Plan
(collectively the "Plans").
The Registration Statement registered 237,142 shares of Common Stock to
be issued for the stock portion of the 1996 incentive compensation awards (the
"1996 Awards") payable to employees in 1997 under the Plans. As of April 27,
1998, of the 237,142 shares of Common Stock registered, 234,637 shares were
issued in payment of the 1996 Awards and 2,505 shares are reserved and remain
available for issuance for payment of the 1996 Awards. Payment of the 1996
Awards is presently completed and 2,505 shares of Common Stock reserved for
issuance will not be issued and are hereby deregistered.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Perini Corporation, certifies that is has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8 and has duly
caused this amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Framingham, Massachusetts, on
the 27th day of April, 1998.
PERINI CORPORATION
By: s/David B. Perini
David B. Perini
Chairman of the Company
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>
Chairman of the Company April 27, 1998
(Principal Executive Director)
s/David B. Perini
DAVID B. PERINI
Executive Vice President, Chief April 27, 1998
Financial Officer (Principal
s/Robert Band Financial Officer)
ROBERT BAND
Vice President and Controller April 27, 1998
(Principal Accounting Officer)
s/Barry R. Blake
BARRY R. BLAKE
</TABLE>
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<PAGE>
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Richard J. Boushka * Director April 27, 1998
- --------------------
RICHARD J. BOUSHKA
Marshall M. Criser * Director April 27, 1998
- --------------------
MARSHALL M. CRISER
Albert A. Dorman * Director April 27, 1998
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ALBERT A. DORMAN
Arthur J. Fox, Jr. * Director April 27, 1998
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ARTHUR J. FOX, JR.
Nancy Hawthorne * Director April 27, 1998
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NANCY HAWTHORNE
Michael R. Klein * Director April 27, 1998
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MICHAEL R. KLEIN
John J. McHale * Director April 27, 1998
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JOHN J. McHALE
Jane E. Newman * Director April 27, 1998
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JANE E. NEWMAN
Bart W. Perini * Director April 27, 1998
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BART W. PERINI
Ronald N. Tutor * Director April 27, 1998
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RONALD N. TUTOR
</TABLE>
* By: s/David B. Perini
DAVID B. PERINI, ATTORNEY-IN-FACT
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