Registration No. 333-
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 (1997) GENERAL
INCENTIVE COMPENSATION PLAN
PERINI CORPORATION AMENDED AND RESTATED CONSTRUCTION
BUSINESS UNIT INCENTIVE COMPENSATION PLAN
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(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:
Richard A. Soden, Esquire
Goodwin, Procter & Hoar LLP
Exchange Place, Boston, Massachusetts 02109
(617) 570-1000
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<TABLE>
<CAPTION>
Calculation of Registration Fee
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Proposed maximum
Title of each class of Proposed maximum aggregate offering
securities to be Amount to be offering price per price (2) Amount of
registered registered (1) share (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par 280,000 $ 5.09375 $ 1,426,250 $ 397.00
value (3)
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(1) This Registration Statement also covers such additional Common Shares as
may be issuable under the Perini Corporation Amended and Restated (1997)
General Incentive Compensation Plan and the 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 6, 1999. See Rule 457(h). Estimated solely for
the purpose of calculating the registration fee.
(3) This Registration Statement relates to Rights to purchase shares of
Series A Junior Participating Preferred Stock which are attached to all
shares of Common Stock outstanding as of, and issued subsequent to,
September 26, 1988, pursuant to the terms of the Shareholder Rights
Agreement dated as of September 23, 1988, as amended and restated as of
May 17, 1990, as further amended and restated as of January 17, 1997 by
and between the Registrant and State Street Bank and Trust Company, as
Rights Agent. Until the occurrence of certain prescribed events, the
Rights are not excercisable, are evidenced by the certificates for the
Common Stock and will be transferred with and only with such stock.
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, 333-26423 and 333-51911.
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This Registration Statement is registering 75,000 additional shares of
Common Stock, $1.00 par value, for issuance pursuant to the Registrant's Amended
and Restated (1997) General Incentive Compensation Plan, and 205,000 additional
shares of Common Stock for issuance pursuant to the Registrant's Amended and
Restated Construction Business Unit Incentive Compensation Plan.
Pursuant to instruction E of Form S-8, the contents of Registration
Statement Nos. 33-46961, 33-53190, 33-60654, 33-70206, 33-52967, 33-58519,
333-03417, 333-26423 and 333-51911 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)
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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 8th
day of April, 1999.
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 Director April 8, 1999
DAVID B. PERINI (Principal Executive Officer)
s/Robert Band Executive Vice President, Chief April 8, 1999
ROBERT BAND Financial Officer (Principal Financial
Officer)
s/Barry R. Blake Vice President and Controller April 8, 1999
BARRY R. BLAKE (Principal Accounting Officer)
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Signature Title Date
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RICHARD J. BOUSHKA Director April 8, 1999
s/Arthur I. Caplan
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ARTHUR I. CAPLAN Director April 8, 1999
s/Marshall M. Criser
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MARSHALL M. CRISER Director April 8, 1999
s/Frederick Doppelt
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FREDERICK DOPPELT Director April 8, 1999
s/Albert A. Dorman
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ALBERT A. DORMAN Director April 8, 1999
s/Arthur J. Fox, Jr.
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ARTHUR J. FOX, JR. Director April 8, 1999
s/Nancy Hawthorne
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NANCY HAWTHORNE Director April 8, 1999
s/Michael R. Klein
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MICHAEL R. KLEIN Director April 8, 1999
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DOUGLAS J. McCARRON Director April 8, 1999
s/John J. McHale
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JOHN J. McHALE Director April 8, 1999
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JANE E. NEWMAN Director April 8, 1999
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RONALD N. TUTOR Director April 8, 1999
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INDEX TO EXHIBITS
Exhibit
No. Description
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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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Exhibit 5
April 8, 1999
Perini Corporation
73 Mt. Wayte Avenue
Framingham, MA 01701
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 280,000 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 (1997) 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
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Robert E. Higgins
Counsel
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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 23, 1999
included in Perini Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
registration statement.
s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 8, 1999
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