Registration No.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Perini Corporation
------------------
(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 OF THE COMPANY
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>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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
- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, 264,000 $ 9.90625 $ 2,615,250 $ 771.50
$1.00 par value
- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------
</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 29, 1998. 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, 333-03417 and 333-26423.
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<PAGE>
This Registration Statement is registering 264,000 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, 333-03417 and 333-26423 on Form S-8 are
incorporated herein by reference.
Item 8. Exhibits
The following are filed as exhibits to this Registration
Statement.
5 Opinion of Robert E. Higgins, Esq., as to legality
23(a) Consent of Robert E. Higgins, Esq. (see Exhibit 5)
23(b) Consent of Arthur Andersen LLP, Independent Public
Accountants
24 Power of Attorney (contained on Signature Page)
<PAGE>
PROSPECTUS
Perini Corporation
13,077 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/or the 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 5, 1998 as
reported on the American Stock Exchange Consolidated Reporting System was
$10.375 per share.
The Common Stock to which this Prospectus relate have been approved for
listing on the American Stock Exchange.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY 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 6, 1998.
<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 (the "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. The Commission also
maintains a web site located at http://www.sec.gov containing reports, proxy
statements and other information regarding issuers that file electronically with
the Commission. 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 1934 Act, 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, 1997, 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 8, 1998 to be used in
connection with the Annual Meeting of Stockholders to be held on
May 14, 1998.
3. 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 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 5, 1998 * Offered Hereby of Offering
------------ ------------- -------------- -----------
<S> <C> <C> <C>
Robert Band 16,039 9,539 6,500 **
Executive Vice President, Chief
Financial Officer of the Company
since December 1997; and President
of Perini Management Services since
April 1995.
John H. Schwarz 9,584 3,538 6,046 **
Executive Vice President, Finance
and Administration of the
Company from August 1994 to December
1997. (1)
- ------------------------------------
</TABLE>
(1) Retired effective January 1, 1998.
* Includes shares to be issued under the Plans in May 1998.
** Less than one percent.
- 3 -
<PAGE>
EXPERTS
The consolidated financial statements and schedules for the year ended
December 31, 1997, 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 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 1997
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 8, 1998, to be
used in connection with the Annual Meeting of Stockholders
to be held on May 14, 1998;
(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.
The consolidated financial statements and schedules for the year ended
December 31, 1997, 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 giving said reports.
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, 1997
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 $20 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
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<PAGE>
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. Opinion of Robert E. Higgins, Esq., regarding legality.
23(a). Consent of Robert E. Higgins, Esq. (see Exhibit 5).
23(b). 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 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
II - 3
<PAGE>
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.
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<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 6th
day of May, 1998.
Perini Corporation
By: s/David B. Perini
-----------------
David B. Perini
Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David B. Perini and Robert Band, 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:
Signature Title Date
--------- ----- ----
s/David B. Perini Chairman of the Company and May 6, 1998
- -----------------
DAVID B. PERINI Director (Principal Executive
Officer)
s/Robert Band Executive Vice President, Chief May 6, 1998
- -------------
ROBERT BAND Financial Officer (Principal Financial
Officer)
s/Barry R. Blake
- ---------------- Vice President and Controller May 6, 1998
BARRY R. BLAKE (Principal Accounting Officer)
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<PAGE>
Signature Title Date
--------- ----- ----
s/Richard J. Boushka Director May 6, 1998
- --------------------
RICHARD J. BOUSHKA
s/Marshall M. Criser Director May 6, 1998
- --------------------
MARSHALL M. CRISER
s/Albert A. Dorman Director May 6, 1998
- ------------------
ALBERT A. DORMAN
s/Arthur J. Fox, Jr. Director May 6, 1998
- --------------------
ARTHUR J. FOX, JR.
s/Nancy Hawthorne Director May 6, 1998
- -----------------
NANCY HAWTHORNE
s/Michael R. Klein Director May 6, 1998
- ------------------
MICHAEL R. KLEIN
s/Roger J. Ludlam Director May 6, 1998
- -----------------
ROGER J. LUDLAM
s/Douglas J. McCarron Director May 6, 1998
- ---------------------
DOUGLAS J. MCCARRON
s/John J. McHale Director May 6, 1998
- ----------------
JOHN J. McHALE
s/Jane E. Newman Director May 6, 1998
- ----------------
JANE E. NEWMAN
s/Bart W. Perini Director May 6, 1998
- ----------------
BART W. PERINI
s/Ronald N. Tutor Director May 6, 1998
- -----------------
RONALD N. TUTOR
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<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. Opinion of Robert E. Higgins, Esq., regarding legality
- filed herewith.
23(a). Consent of Robert E. Higgins, Esq., (see Exhibit 5).
23(b). Consent of Arthur Andersen LLP, Independent Public
Accountants - filed herewith.
24. Power of Attorney (contained on Signature Page).
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<PAGE>
Exhibit 5
May 6, 1998
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 264,000 shares (the "Subject Shares") of Common Stock, $1.00 par
value, of the Company to be issued to certain officers and key employees as
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
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<PAGE>
Exhibit 23(b)
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 13, 1998
included in Perini Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this
registration statement.
s/ Arthur Andersen LLP
----------------------
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 6, 1998
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<PAGE>
