PERINI CORP
S-8 POS, 1999-03-30
GENERAL BLDG CONTRACTORS - NONRESIDENTIAL BLDGS
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                                                      Registration No. 333-51911

                       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. 333-51911) (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 264,000 shares of Common Stock to
be issued for the stock portion of the 1997 incentive  compensation  awards (the
"1997  Awards")  payable to employees  in 1998 under the Plans.  As of March 30,
1999,  of the 264,000  shares of Common Stock  registered,  239,211  shares were
issued in payment of the 1997 Awards and 24,789  shares are  reserved and remain
available  for  issuance  for  payment of the 1997  Awards.  Payment of the 1997
Awards is presently  completed  and 24,789  shares of Common Stock  reserved for
issuance will not be issued and are hereby deregistered.

                                       -2-
<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 30th day of March, 1999.

                               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:


Signature                      Title                              Date

                               Chairman of the Company            March 30, 1999
                               (Principal Executive Director)
s/David B.Perini
DAVID B. PERINI

                                Executive Vice President, Chief   March 30, 1999
                                Financial Officer (Principal
                                Financial Officer)
s/RobertBand
ROBERT BAND

                                Vice President and Controller     March 30, 1999
                                (Principal Accounting Officer)
s/Barry R.Blake
BARRY R. BLAKE





                                      -3-
<PAGE>


Signature                         Title                           Date

Richard J. Boushka *              Director                        March 30, 1999
RICHARD J. BOUSHKA

Marshall M. Criser *              Director                        March 30, 1999
MARSHALL M. CRISER

Albert A. Dorman *                Director                        March 30, 1999
ALBERT A. DORMAN

Arthur J. Fox, Jr. *              Director                        March 30, 1999
ARTHUR J. FOX, JR.

Nancy Hawthorne *                 Director                        March 30, 1999
NANCY HAWTHORNE

Michael R. Klein *                Director                        March 30, 1999
MICHAEL R. KLEIN

Douglas J. McCarron *             Director                        March 30, 1999
DOUGLAS J. McCARRON

John J. McHale *                  Director                        March 30, 1999
JOHN J. McHALE

Jane E. Newman *                  Director                        March 30, 1999
JANE E. NEWMAN

Ronald N. Tutor *                 Director                        March 30, 1999
RONALD N. TUTOR



*  By:  s/David B. Perini
        David B. Perini, attorney-in-fact

                                      -4-



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