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 June 30, 2000
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 August 9, 2000:
22,584,469
Page 1 of 22
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<CAPTION>
PERINI CORPORATION & SUBSIDIARIES
INDEX
Page Number
-----------
<S> <C>
Part I. - Financial Information:
Item 1. Financial Statements
Consolidated Condensed Balance Sheets - 3
June 30, 2000 and December 31, 1999
Consolidated Condensed Statements of Operations - 4
Three Months and Six Months ended June 30, 2000 and 1999
Consolidated Condensed Statements of Cash Flows - 5
Six Months ended June 30, 2000 and 1999
Notes to Consolidated Condensed Financial Statements 6 - 11
Item 2. Management's Discussion and Analysis of the Consolidated Financial 12 - 16
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Part II. - Other Information:
Item 1. Legal Proceedings 17
Item 2. Changes in Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 5. Other Information 19
Item 6. Exhibits and Reports on Form 8-K 19 - 21
Signatures 22
</TABLE>
2
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<TABLE>
<CAPTION>
PERINI CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
JUNE 30, 2000 AND DECEMBER 31, 1999
(In Thousands)
ASSETS
JUNE 30, DEC. 31,
2000 1999
-------------- -------------
<S> <C> <C>
Cash $ 12,049 $ 58,193
Accounts and Notes Receivable 134,201 93,785
Unbilled Work 17,313 14,283
Construction Joint Ventures 92,915 82,493
Net Current Assets of Discontinued Operations (Note 7) 12,551 12,695
Other Current Assets 1,089 647
-------------- -------------
Total Current Assets $ 270,118 $ 262,096
-------------- -------------
Other Assets $ 3,450 $ 3,575
-------------- -------------
Property and Equipment, less Accumulated Depreciation of $17,921 in 2000 and
$17,438 in 1999 $ 9,666 $ 9,817
-------------- -------------
$ 283,234 $ 275,488
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Maturities of Long-Term Debt (Note 3) $ 12,932 $ 32,158
Accounts Payable 109,571 83,578
Advances from Construction Joint Ventures 2,766 14,104
Deferred Contract Revenue 28,873 45,088
Accrued Expenses 42,533 38,738
-------------- -------------
Total Current Liabilities $ 196,675 $ 213,666
-------------- -------------
Deferred Income Taxes and Other Liabilities $ 18,370 $ 19,664
-------------- -------------
Long-Term Debt, less current maturities included above (Note 3) $ 19,794 $ 41,091
-------------- -------------
Redeemable Convertible Series B Preferred Stock (Note 3) $ --- $ 37,685
-------------- -------------
Stockholders' Equity (Deficit) (Note 3):
Preferred Stock $ 100 $ 100
Series A Junior Participating Preferred Stock --- ---
Stock Purchase Warrants 2,233 2,233
Common Stock 22,645 5,743
Paid-In Surplus 100,590 43,561
Retained Earnings (Deficit) (76,208) (87,290)
-------------- -------------
$ 49,360 $ (35,653)
Less - Treasury Stock 965 965
-------------- -------------
Total Stockholders' Equity (Deficit) $ 48,395 $ (36,618)
-------------- -------------
$ 283,234 $ 275,488
============== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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<TABLE>
<CAPTION>
PERINI CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
(In Thousands, Except Share Data)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
----------------------------- -----------------------------
2000 1999 2000 1999
------------ -------------- ------------- ------------
<S> <C> <C> <C> <C>
(Note 7) (Note 7)
CONTINUING OPERATIONS:
Construction Revenues (Note 8) $ 251,948 $ 279,527 $ 449,850 $ 531,346
Cost of Operations 239,392 266,267 425,198 507,021
-------------- -------------- ------------- ------------
Gross Profit $ 12,556 $ 13,260 $ 24,652 $ 24,325
General and Administrative Expenses 6,071 6,267 12,292 12,435
-------------- -------------- ------------- ------------
INCOME FROM OPERATIONS (Note 8) $ 6,485 $ 6,993 $ 12,360 $ 11,890
Other Income (Expense), Net 348 (584) 654 (888)
Interest Expense (824) (1,788) (2,532) (3,376)
-------------- -------------- ------------- ------------
Income from Continuing Operations before Income Taxes $ 6,009 $ 4,621 $ 10,482 $ 7,626
Credit (Provision) for Income Taxes (Note 4) (100) (300) 600 (500)
-------------- -------------- ------------- ------------
INCOME FROM CONTINUING OPERATIONS $ 5,909 $ 4,321 $ 11,082 $ 7,126
-------------- -------------- ------------- ------------
LOSS FROM DISCONTINUED OPERATIONS (Notes 4 and 7) $ --- $ (99,624) $ --- $ (100,005)
-------------- -------------- ------------- ------------
NET INCOME (LOSS) $ 5,909 $ (95,303) $ 11,082 $ (92,879)
============== ============== ============= ============
BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE (Note 5):
Income from Continuing Operations $ .24 $ .49 $ .61 $ .73
Loss from Discontinued Operations --- (17.72) --- (18.05)
-------------- -------------- ------------- ------------
Total $ .24 $ (17.23) $ .61 $ (17.32)
============== ============== ============= ============
DIVIDENDS PER COMMON SHARE (Note 6) $ --- $ --- $ --- $ ---
============== ============== ============= ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 5) 22,584,469 5,621,366 14,411,985 5,541,019
============== ============== ============= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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<TABLE>
<CAPTION>
PERINI CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(In Thousands)
SIX MONTHS
ENDED JUNE 30,
------------------------------
2000 1999
------------ --------------
<S> <C> <C>
(Note 7)
Cash Flows from Operating Activities:
Net Income (Loss) $ 11,082 $ (92,879)
Adjustments to reconcile net income to net cash from operating activities:
Loss from discontinued operations --- 100,005
Depreciation and amortization 1,054 1,609
Noncurrent deferred taxes and other liabilities (2,356) 2,924
Distributions greater (less) than earnings of joint ventures and affiliates 4,282 (1,108)
Cash used by changes in components of working capital other
than cash, net current assets of discontinued operations and current maturities
of long-term debt (40,941) (14,000)
Other non-cash items, net (36) (148)
------------ --------------
NET CASH USED BY OPERATING ACTIVITIES $ (26,915) $ (3,597)
------------ --------------
Cash Flows from Investing Activities:
Proceeds from sale of property and equipment $ 132 $ 215
Cash distributions of capital from unconsolidated joint ventures --- 1,050
Acquisition of property and equipment (739) (758)
Capital contributions to unconsolidated joint ventures (14,589) (7,575)
Proceeds from (investment in) discontinued operations (Note 7) 144 (3,231)
Investment in other activities (962) (1,044)
------------ --------------
NET CASH USED BY INVESTING ACTIVITIES $ (16,014) $ (11,343)
------------ --------------
Cash Flows from Financing Activities:
Proceeds from issuance of Common Stock, net $ 37,308 $ 1,197
Proceeds from long-term debt --- 19,064
Reduction of long-term debt (40,523) ---
Treasury Stock issued --- 155
------------ --------------
NET CASH (USED BY) PROVIDED FROM FINANCING ACTIVITIES $ (3,215) $ 20,416
------------ --------------
Net Increase (Decrease) in Cash $ (46,144) $ 5,476
Cash at Beginning of Year 58,193 46,507
------------ --------------
Cash at End of Period $ 12,049 $ 51,983
============ ==============
Supplemental Disclosure of Cash paid during the period for:
Interest $ 2,496 $ 3,573
============ ==============
Income tax payments $ 280 $ 69
============ ==============
Supplemental Disclosures of Non-cash Transactions:
Dividends paid in shares of Series B Preferred Stock (Note 6) $ 1,161 $ 1,836
============ ==============
Conversion of Series B Preferred Stock into Common Stock
at $5.50 per share (Note 3) $ 38,942 $ ---
============ ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(1) 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, 1999. In the
opinion of management, the accompanying unaudited condensed financial
statements include all adjustments, consisting only of normal recurring
adjustments, except for the presentation of Discontinued Operations as more
fully described in Note 7 below, necessary to present fairly the Company's
financial position as of June 30, 2000 and December 31, 1999 and results of
operations and cash flows for the three month and six month periods ended
June 30, 2000 and 1999. The results of operations for the six month period
ended June 30, 2000 may not be indicative of the results that may be
expected for the year ending December 31, 2000 because the Company's
results are primarily generated from a limited number of significant active
construction contracts. Therefore, such results can vary depending on the
timing of progress achieved and changes in estimated profitability of
projects being reported.
(2) 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, 1999. The Company has made no significant
change in these policies during 2000.
(3) Recapitalization
----------------
On March 29, 2000 (the "Closing Date"), the Company completed the sale of
9,411,765 shares of its common stock, par value $1.00 (the "Common Stock"),
for an aggregate of $40 million, or $4.25 per share (the "Purchase"), to
Tutor-Saliba Corporation ("TSC"), O&G Industries, Inc. ("O&G"), and
National Union Fire Insurance Company of Pittsburgh, Pa., a wholly owned
subsidiary of American International Group, Inc. ("National Union" and
together with TSC and O&G, the "New Investors") pursuant to a Securities
Purchase Agreement dated as of February 5, 2000 by and among the Company
and the New Investors. Tutor-Saliba Corporation is owned and controlled by
Ronald N. Tutor, who serves as Chairman of the Company's Board of Directors
and Chief Executive Officer.
In connection with the Purchase, TSC acquired 2,352,942 shares of Common
Stock for a total consideration of $10,000,000, O&G acquired 2,352,941
shares of Common Stock for a total consideration of $10,000,000 and
National Union acquired 4,705,882 shares of Common Stock for a total
consideration of $20,000,000.
Concurrent with the closing of the Purchase and as a condition thereto, the
Company exchanged 100% of its Redeemable Series B Cumulative Convertible
Preferred Stock (the "Series B Preferred Stock") (which had a current
accreted face amount of approximately $41.2 million) for an aggregate of
7,490,417 shares of common stock at an exchange price of $5.50 per share
(the "Exchange" and together with the Purchase, the "Transaction") pursuant
to certain Exchange Agreements by and
6
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PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(3) Recapitalization (continued)
----------------
between the Company and each of The Union Labor Life Insurance Company,
acting on behalf of its Separate Account P ("ULLICO"), PB Capital Partners,
L.P. ("PB Capital") and The Common Fund for Non-Profit Organizations ("The
Common Fund").
In connection with the Transaction, the Company amended its By-Laws to
remove provisions creating an Executive Committee of the Board of Directors
and granting certain powers to it and amended its Restated Articles of
Organization as of the Closing Date to increase the number of authorized
shares of Common Stock from 15,000,000 shares to 40,000,000 shares and to
amend the Series B Preferred Stock Certificate of Vote. The Company also
entered into a Shareholders' Agreement and a Registration Rights Agreement,
each by and among the Company, the New Investors, Ronald N. Tutor, BLUM
Capital Partners, L.P., PB Capital, The Common Fund and ULLICO dated as of
the Closing Date. The Shareholders' Agreement contains provisions that
define, among other things, certain put and call rights and rights of first
refusal between National Union and TSC, tag-along rights of the New
Investors and former holders of Series B Preferred Stock and certain
procedures to protect the Company's use of its net operating losses
("NOLs") for tax purposes. Since the Common Stock issued in connection with
the Transaction was not registered under the Securities Act, the
Registration Rights Agreement contains provisions that define the rights of
the New Investors and former holders of Series B Preferred Stock to require
the Company, under certain circumstances, to register some or all of the
shares under the Securities Act. In addition, the Company entered into an
Amendment to the Shareholder Rights Agreement dated as of the Closing Date
whereby the Transaction would not trigger the dilutive provisions of the
Agreement.
A Special Committee of the Company's Board of Directors approved the
Transaction after receiving a fairness opinion from the investment banking
firm of Houlihan Lokey Howard & Zukin. A majority of outstanding common
shares, including a majority of shares held by disinterested shareholders,
were voted in favor of the Transaction at a Special Meeting of Stockholders
held on March 29, 2000.
The shares of Common Stock issued in the Purchase represent approximately
42% of the Company's voting rights and the New Investors have the right to
nominate three members to the Company's Board of Directors. The New
Investors designated Ronald N. Tutor, Raymond R. Oneglia and Christopher H.
Lee as their nominees and they were appointed Directors of the Company as
of March 29, 2000. The former holders of the Series B Preferred Stock now
control approximately 33% of the Company's voting rights and continue to be
entitled to nominate two members to the Company's Board of Directors. The
former holders of Series B Preferred Stock designated Michael R. Klein and
Robert A. Kennedy as their nominees and they were appointed Directors of
the Company as of March 29, 2000.
In connection with the Transaction and as a condition thereto, the Company
also entered into an Amended and Restated Credit Agreement (the "New Credit
Agreement") with its lenders that extended the credit facility from January
2001 to January 2003. The New Credit Agreement provides for a $35 million
term loan (the "Term Loan") and a $21 million revolving credit facility
(the "Revolving Credit Facility"). The New Credit Agreement requires that
the Company repay the Term Loan in quarterly installments through 2002 and
the Revolving Credit Facility by January 21, 2003.
7
<PAGE>
PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(3) Recapitalization (continued)
----------------
The effect of the Transaction on Stockholders' Equity was to increase
Stockholders' Equity by approximately $76.2 million, from a negative net
worth of approximately $36.6 million to a positive net worth of
approximately $39.6 million upon the closing of the Transaction on March
29, 2000. An analysis of Stockholders' Equity for the six months ended June
30, 2000 follows (in thousands):
<TABLE>
Stock Retained
Preferred Purchase Common Paid-In Earnings Treasury
Stock Warrants Stock Surplus (Deficit) Stock Total
--------- -------- ------ ------- --------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1999 $ 100 $ 2,233 $ 5,743 $ 43,561 $(87,290) $ (965) $(36,618)
Net income - - - - 11,082 - 11,082
Preferred Stock dividends accrued
($10.62 per share*) (Note 6) - - - (1,062) - - (1,062)
Series B Preferred Stock in-kind
dividends issued (Note 6) - - - (1,161) - - (1,161)
Accretion related to Series B Preferred
Stock - - - (96) - - (96)
Net proceeds received from issuance of
Common Stock - - 9,412 27,896 - - 37,308
Exchange of Series B Preferred Stock for
Common Stock - - 7,490 31,452 - - 38,942
----------------------------------------------------------------------------------------
Balance - June 30, 2000 $ 100 $ 2,233 $ 22,645 $ 100,590 $(76,208) $ (965) $ 48,395
========================================================================================
</TABLE>
*Equivalent to $1.0625 per Depositary Share
(4) Provision For Income Taxes
--------------------------
The credit (provision) for income taxes applicable to Income from
Continuing Operations reflects a lower-than-normal tax rate in both 2000
and 1999 due primarily to the realization of a portion of the Federal tax
benefit not recognized in prior years due to certain accounting
limitations. No tax benefit was attributable to Loss from Discontinued
Operations in 1999 due to the same accounting limitations. In addition, the
credit for income taxes applicable to Income from Continuing Operations for
the six months ended June 30, 2000 reflects the reversal of foreign taxes
accrued in prior years that are no longer required.
(5) Per Share Data
--------------
Computations of basic and diluted earnings (loss) per common share ("EPS")
amounts are based on the weighted average number of the Company's common
shares outstanding during the periods presented. The actual basic and
diluted EPS for the three and six month periods ended June 30, 2000 and
1999 and the pro forma basic and diluted EPS for the six months ended June
30, 2000, assuming the Transaction described in Note 3 closed on January 1,
2000, are calculated as follows (in thousands, except per share amounts):
8
<PAGE>
PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(5) Per Share Data (continued)
--------------
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
------------------------------ ----------------------------------------
2000 1999 2000 2000 1999
Actual Actual Pro Forma Actual Actual
-------- -------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Income from Continuing Operations $ 5,909 $ 4,321 $ 11,082 $ 11,082 $ 7,126
------- --------- ---------- -------- ---------
Less:
- Accrued dividends on $21.25 Senior Preferred Stock $ (531) $ (531) $ (1,062) $ (1,062) $ (1,062)
- Dividends declared on Series B Preferred Stock --- (929) --- (a) (1,161) (1,836)
- Accretion deduction required to reinstate
mandatory redemption value of Series B Preferred
Stock over a period of 8-10 years --- (94) --- (a) (96) (189)
Plus - Interest Expense 863 (b)
------- --------- ---------- -------- ---------
$ (531) $ (1,554) $ (199) $ (2,319) $ (3,087)
------- --------- ---------- -------- ---------
Earnings from Continuing Operations $ 5,378 $ 2,767 $ 10,883 $ 8,763 $ 4,039
Loss from Discontinued Operations --- (99,624) --- --- (100,005)
------- --------- ---------- -------- ---------
Total Available for Common Stockholders $ 5,378 $(96,857) $ 10,883 $ 8,763 $(95,966)
======= ========= ========== ======== =========
Weighted average shares outstanding 22,584 5,621 22,584 (c) 14,412 5,541
------- --------- ---------- -------- ---------
Basic and diluted earnings (loss) per Common Share
from -
Continuing Operations $ .24 $ .49 $ .48 $ .61 $ .73
Discontinued Operations --- (17.72) --- --- (18.05)
------- --------- ---------- --------- ---------
Total $ .24 $ (17.23) $ .48 $ .61 $ (17.32)
======= ========= ========== ========== =========
</TABLE>
(a) For pro forma purposes it is assumed that the Series B Preferred Stock was
converted into shares of Common Stock as of January 1, 2000. Therefore, the
deduction of $1,161 for dividends declared on the Series B Preferred Stock
and the deduction of $96 for accretion applicable to the Series B Preferred
Stock are not required when calculating the pro forma earnings per share
from continuing operations for the six months ended June 30, 2000.
(b) The pro forma adjustment reducing interest expense by $863 is based on the
assumption that the net cash proceeds of $37.3 million ($40 million less
estimated related expenses of $2.7 million) received from the New Investors
was used to reduce debt under the Company's Revolving Credit Facility as of
January 1, 2000 based on the average effective borrowing rate of 9.25%
experienced during the first three months of 2000.
(c) Adjusted to give effect to (i) the sale of 9,411,765 shares of Common Stock
to the New Investors and (ii) the exchange of the Series B Preferred Stock
(which had a current accreted face amount of $41,197) for 7,490,417 shares
of Common Stock assuming the Transaction closed on January 1, 2000.
Basic EPS equals diluted EPS for the periods presented due to the
immaterial effect of stock options and the antidilutive effect of
conversion of the Company's depositary convertible exchangeable preferred
shares and stock purchase warrants into common stock.
9
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PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(6) 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
Credit Agreements, the Company is required to suspend the payment of
quarterly dividends on its $21.25 Preferred Stock ("Preferred Stock") until
certain financial criteria are met. Therefore, the dividends on the
Preferred Stock have not been declared since 1995 (although they have been
fully accrued due to the "cumulative" feature of the Preferred Stock). The
aggregate amount of dividends in arrears is approximately $10,093,000 at
June 30, 2000 which represents approximately $100.93 per share of Preferred
Stock or approximately $10.09 per Depositary Share and is included in
"Deferred Income Taxes and Other Liabilities" (long-term) in the
accompanying Consolidated Condensed Balance Sheets. Under the terms of the
Preferred Stock, the holders of the Depositary Shares were entitled to
elect two additional Directors since dividends had been deferred for more
than six quarters and they did so at each of the Annual Meetings of
Stockholders held on May 14, 1998, May 13, 1999, and May 25, 2000.
Quarterly In-kind dividends (based on an annual rate of 10%) were paid on
March 15, 2000 on the Series B Preferred Stock to the stockholders of
record on March 1, 2000. The dividends were paid in the form of
approximately 5,004 additional shares of Series B Preferred Stock valued at
$200.00 per share for a total of $1,000,918. In addition, accrued in-kind
dividends were paid on the Series B Preferred Stock for the 14-day period
from March 16, 2000 through March 29, 2000, the date on which the holders
of the Series B Preferred Stock exchanged 100% of their shares of Series B
Preferred Stock for shares of the Company's Common Stock (see Note 3). The
dividends were paid in the form of approximately 798 additional shares of
Series B Preferred Stock valued at $200.00 per share for a total of
$159,621.
(7) Discontinued Operations
-----------------------
Effective June 30, 1999, management adopted a plan to withdraw completely
from the real estate development business and to wind down the operations
of Perini Land and Development Company ("PL&D"), the Company's real estate
development subsidiary. Therefore, both historical and current real estate
results have been presented as a discontinued operation in accordance with
generally accepted accounting principles. Based on the plan, in the second
quarter of 1999, the Company recorded a $99,311,000 non-cash provision
which represents the estimated loss on disposal of this business segment.
This non-cash charge reflects the impact of the disposition of the Rincon
Center property located in San Francisco and the reduction in projected
future cash flow from the disposition of PL&D's remaining real estate
development operations resulting from the change in strategy of holding the
properties through the necessary development and stabilization periods to a
new strategy of generating short-term liquidity through an accelerated
disposition or bulk sale. The estimated loss on disposal of the real estate
business segment also includes a provision for shut down costs related to
PL&D during the wind down period. No Federal tax benefit was attributable
to the estimated loss on disposal of the real estate business segment (see
Note 4). Several of the remaining real estate properties now being offered
for sale are currently under or are pending purchase and sale agreements.
10
<PAGE>
PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(7) Discontinued Operations (continued)
-----------------------
At June 30, 2000 and December 31, 1999, the net current assets of
discontinued real estate development operations consisted primarily of real
estate properties for sale. In accordance with generally accepted
accounting principles, the results of discontinued real estate development
operations have been reclassified to "Loss from Discontinued Operations".
In connection therewith, the revenues related to these operations are
summarized below (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------------
2000 1999 2000 1999
---- ---- ---- ----
Revenues $5 $4,199 $954 $8,931
============ ============ ============= ============
(8) Business Segments
-----------------
The following tables set forth certain updated business segment information
relating to the Company's operations for the three month and six month
periods ended June 30, 2000 and 1999 (in thousands):
<TABLE>
<CAPTION>
Six months ended June 30, 2000
------------------------------
Reportable Segments
------------------------------------------
Consolidated
Building Civil Totals Corporate Totals
------------ ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $318,898 $130,952 $449,850 $ - $449,850
Income from Operations $ 13,367 $ 1,503 $ 14,870 $(2,510)* $ 12,360
Assets $136,480 $119,815 $256,295 $26,939** $283,234
Six months ended June 30, 1999
------------------------------
Reportable Segments
------------------------------------------
Consolidated
Building Civil Totals Corporate Totals
------------ ---------- ----------- ------------ ------------
Revenues $384,692 $146,654 $531,346 $ - $531,346
Income from Operations $ 9,454 $ 5,856 $ 15,310 $(3,420)* $ 11,890
Assets $152,757 $106,091 $258,848 $70,443** $329,291
Three months ended June 30, 2000
--------------------------------
Reportable Segments
------------------------------------------
Consolidated
Building Civil Totals Corporate Totals
------------ ---------- ----------- ------------ ------------
Revenues $178,554 $73,394 $251,948 $ - $251,948
Income from Operations $ 8,127 $ (321) $ 7,806 $(1,321)* $ 6,485
Three months ended June 30, 1999
--------------------------------
Reportable Segments
------------------------------------------
Consolidated
Building Civil Totals Corporate Totals
------------ ---------- ----------- ------------ ------------
Revenues $201,726 $ 77,801 $279,527 $ - $279,527
Income from Operations $ 4,831 $ 3,886 $ 8,717 $(1,724)* $ 6,993
</TABLE>
* In all periods, consists of corporate general and administrative expenses.
** In all periods, corporate assets consist principally of cash, cash
equivalents, marketable securities and other investments available for
general corporate purposes plus the net assets of discontinued operations.
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
Results of Operations
---------------------
Comparison of the Second Quarter of 2000 with the Second Quarter of 1999
Overall revenue from construction operations decreased by $27.5 million (or
9.8%), from $279.5 million in 1999 to $252.0 million in 2000. This resulted from
decreased construction revenues in both building and civil construction
operations. Building construction revenues decreased by $23.1 million (or
11.5%), from $201.7 million in 1999 to $178.6 million in 2000 due primarily to
the completion in 1999 of several hotel/casino projects in the southwestern
United States that were partly offset by the start up of the Mohegan Sun Casino
Expansion project in the eastern United States. Civil Construction operations
revenues decreased by $4.4 million (or 5.7%), from $77.8 million in 1999 to
$73.4 million in 2000 due primarily to the timing and start up of new work
acquired.
Income from continuing operations increased by $1.6 million (or 37.2%) from $4.3
million in 1999 to $5.9 million in 2000. The increase in income from continuing
operations reflects improved gross profit margins in building construction and
lower corporate general and administrative expenses. In addition, the favorable
operating results reflect the impact of lower finance related charges due to the
recapitalization of the Company completed at the end of the first quarter of
2000 and a decrease in income taxes.
Income from construction operations decreased by $.9 million (or 10.3%) from
$8.7 million in 1999 to $7.8 million in 2000. Building construction operating
income increased by $3.3 million, from $4.8 million in 1999 to $8.1 million in
2000 in spite of the decline in revenues described above reflecting the
favorable close out of certain completed projects. Civil construction operating
income decreased by $4.2 million, from $3.9 million in 1999 to a loss of $.3
million in 2000 reflecting downward revisions of estimated profit on certain
transportation-related projects. A $.4 million decrease in corporate general and
administrative expenses, from $1.7 million in 1999 to $1.3 million in 2000, also
served to partly offset the decrease in income from construction operations.
This improvement was the result of a reduction in outside legal expenses.
The $.9 million increase in other income (expense), from a $.6 million expense
in 1999 to $.3 million of income in 2000 is due primarily to a $.5 million
decrease in bank financing fees and a decrease in amortization of deferred debt
expense relating to the Company's revolving credit agreement.
Interest expense decreased by $1.0 million due primarily to the reduction in
debt achieved in March 2000 as a result of the closing of the new equity
transaction described in Note 3 of Notes to Consolidated Condensed Financial
Statements,
The provision for income taxes applicable to Income from Continuing Operations
reflects a lower than normal tax rate for both 2000 and 1999 due to the
realization of a portion of the Federal tax benefit not recognized in prior
years due to certain accounting limitations. No tax benefit was attributable to
Loss from Discontinued Operations in 1999 due to the same accounting
limitations.
Comparison of the Six Months Ended June 30, 2000 with the
Six Months Ended June 30, 1999
Revenues decreased $81.4 million (or 15.3%) from $531.3 million in 1999 to
$449.9 million in 2000. This resulted from decreased construction revenues in
both building and civil construction operations. Building
12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(Continued)
construction revenues decreased $65.8 million (or 17.1%) from $384.7 million in
1999 to $318.9 million in 2000 due primarily to the completion in 1999 of
several hotel/casino projects in the southwestern United States that were partly
offset by the start up of the Mohegan Sun Casino Expansion project in the
eastern United States. Civil construction operations revenues decreased by $15.6
million (or 10.6%) from $146.6 million in 1999 to $131.0 million in 2000. This
decline in revenue was due primarily to the completion of several large joint
venture infrastructure projects in California and New York and the timing in
start up of new work acquired.
Income from continuing operations increased by $4.0 million (or 56.3%) from $7.1
million in 1999 to $11.1 million in 2000. The increase in income from continuing
operations reflects improved gross profit margins in building construction and
lower corporate general and administrative expenses. In addition, the favorable
operating results reflect the impact of lower finance related charges due to the
recapitalization of the Company completed at the end of the first quarter of
2000 and a decrease in income taxes.
Income from construction operations decreased by $.4 million (or 2.6%) from
$15.3 million in 1999 to $14.9 million in 2000 as a result of increased
construction-related general and administrative expenses of $.8 million, from
$9.0 million in 1999 to $9.8 million in 2000. Building construction operating
income increased by $3.8 million from $9.5 million in 1999 to $13.3 million in
2000 in spite of the decline in revenues described above reflecting an increase
in average gross margin from 4.0% in 1999 to 6.1% in 2000 due primarily to the
favorable close out of certain completed projects. Civil construction operating
income decreased by $4.2 million from $5.8 million in 1999 to $1.6 million in
2000 partly reflecting the decrease in revenues described above and partly due
to downward revisions of estimated profit on certain infrastructure projects. In
addition, a $.9 million decrease in corporate general and administrative
expenses from $3.4 million in 1999 to $2.5 million in 2000 contributed to the
overall increase in total operating income of $.5 million, from $11.9 million in
1999 to $12.4 million in 2000.
The $1.5 million increase in other income (expense), from a $.9 million expense
in 1999 to $.7 million of income in 2000 is the result of a $.4 million increase
in short-term investment interest income which reflects an improved cash
position in 2000; a $.6 million decrease in amortization of deferred debt
expense relating to the Company's revolving credit agreement which was fully
amortized at the end of 1999; and a $.5 million decrease in bank financing fees.
The credit (provision) for income taxes applicable to Income from Continuing
Operations reflects a lower than normal tax rate for both 2000 and 1999 due to
the realization of a portion of the Federal tax benefit not recognized in prior
years due to certain accounting limitations. No tax benefit was attributable to
Loss from Discontinued Operations in 1999 due to the same accounting
limitations. In addition, the credit for income taxes applicable to Income from
Continuing Operations in 2000 reflects the reversal of foreign taxes accrued in
prior years that are no longer required.
Discontinued Operations
-----------------------
As more fully described in Note 7 of Notes to the Consolidated Condensed
Financial Statements, effective June 30, 1999, management adopted a plan to
withdraw completely from the real estate development business and to wind down
the operations of Perini Land and Development Company, the Company's real estate
development subsidiary. Therefore, both historical and current real estate
results have been presented as a discontinued operation in accordance with
generally accepted accounting principles.
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(Continued)
Financial Condition
-------------------
As more fully described in Note 3 of Notes to the Consolidated Condensed
Financial Statements, effective March 29, 2000, the Company completed a
recapitalization which included the sale of 9,411,765 shares of Common Stock for
an aggregate of $40 million in cash (before fees and expenses) and the exchange
of 100% of its Redeemable Series B Cumulative Convertible Preferred Stock for an
aggregate of 7,490,417 shares of Common Stock. The effect of the
recapitalization on the Company's stockholders' equity was to increase
stockholders' equity by approximately $76.2 million, from a negative net worth
of approximately $36.6 million to a positive net worth of approximately $39.6
million. In addition, the recapitalization and the concurrent negotiation of an
Amended and Restated Credit Agreement (the "New Credit Agreement") described
below served to significantly enhance the Company's working capital and
liquidity required to support its ongoing construction operations.
Working capital increased $25.0 million, from $48.4 million at the end of 1999
to $73.4 million at June 30, 2000. The current ratio increased from 1.23:1 to
1.37:1 during the same period.
During the first six months of 2000, the Company used $46.1 million in cash and
$37.3 million of net proceeds received from the issuance of Common Stock
described above to fund $26.9 million used by operating activities, primarily
for changes in working capital; $16.0 million for investing activities,
primarily to fund construction joint ventures; and $40.5 million to reduce debt.
Long-term debt at June 30, 2000 was $19.8 million, a decrease of $21.3 million
from December 31, 1999. The long-term debt to equity ratio at June 30, 2000 was
.41:1. At December 31, 1999, a long-term debt to equity ratio could not be
calculated due to the Company's negative equity position at that time.
Effective March 29, 2000, the Company entered into a New Credit Agreement with
its lenders. The New Credit Agreement provides for a $35 million Term Loan and a
$21 Revolving Credit Facility. The New Credit Agreement requires, among other
things, that the Company repay the Term Loan quarterly through 2002 and the
Revolving Credit Facility by January 21, 2003. Under the terms of the New Credit
Agreement, the Company had $16 million available to borrow under the maximum
commitment of $48.26 million at June 30, 2000. Management believes that cash
generated from operations and existing credit lines should be adequate to meet
the Company's funding requirements for at least the next twelve months.
Outlook
-------
o Continuing Construction Operations - The overall construction backlog at
June 30, 2000 was at $1.63 billion, a slight decrease from the $1.66
billion record year end backlog at December 31, 1999. Approximately 68% of
the current backlog relates to building construction projects which
generally represent lower risk, lower margin work and approximately 32% of
the current backlog relates to civil construction projects which generally
represent higher risk, but correspondingly higher margin work. This mix of
backlog between building and civil construction has remained relatively
consistent over the past year and is viewed by management as a reasonable
balance of work on hand.
14
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(Continued)
o Recapitalization - With the successful completion on March 29, 2000 of the
"Recapitalization" described in Note 3 of Notes to the Consolidated
Condensed Financial Statements, the Company believes that its financial
condition, specifically its stockholders' equity, and liquidity have
improved to such a degree that the Company is no longer operating under a
perceived competitive disadvantage when attempting to acquire new projects.
o Earnings Per Share - An additional impact of the Company's recent
recapitalization is a substantial increase in the number of outstanding
shares of Common Stock, from 5,682,287 common shares outstanding prior to
the recapitalization to 22,584,469 common shares outstanding after the
recapitalization. Since the additional common shares issued in conjunction
with the recapitalization were only outstanding for three days during the
first quarter, their impact on the computation of weighted average common
shares outstanding for the six months ended June 30, 2000 and,
correspondingly, on the calculation of earnings per share ("EPS") for the
six months ended June 30, 2000 was dilutive. However, the impact of the
additional common shares issued in conjunction with the recapitalization on
the computation of weighted average common shares outstanding and,
correspondingly, on the calculation of EPS will increase substantially
during the next nine months and serve to significantly dilute the Company's
reported earnings per share in subsequent fiscal quarters. Partially
offsetting the future dilutive impact on EPS of the additional shares
outstanding are the elimination of dividend requirements and accretion
related to the Series B Preferred Stock and a reduction in interest expense
related to a lower average level of borrowings under the Company's credit
facility. See calculation of pro forma EPS for the six months ended June
30, 2000 in Note 5 of Notes to Consolidated Condensed Financial Statements.
Therefore, the earnings per share reported for the six months ended June
30, 2000 may not be indicative of the EPS that may be expected for the year
ending December 31, 2000.
o Discontinued Real Estate Operations - Effective June 30, 1999, management
adopted a plan to withdraw completely from the real estate development
business and to wind down the operations of this business segment.
Significant progress has been made in implementing the plan during the
second half of 1999 and the first half of 2000 with more than 80% of the
non-cash provision for the estimated loss on disposal being realized during
this period. Properties sold or closed out during the past year include
Rincon Center (California), The Villages at Lake Ridge (Georgia),
Metrocentre (Florida), and the Southwest Gas Building (Arizona). In
addition, portions of the remaining real estate properties have been sold,
and other parcels are currently under or pending purchase and sale
agreements. It is the opinion of management that the remaining provision
for the estimated loss on disposal of the Company's real estate business
segment is adequate; however, any significant changes to the assumptions
inherent in the calculation of the provision, such as the anticipated
timing of closings or sales price of the properties, could result in future
adjustments of the provision.
Forward-looking Statements
--------------------------
The statements contained in this Management's Discussion and Analysis of the
Consolidated Condensed Financial Statements, including "Outlook", and other
sections of this Form 10-Q 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. Forward-looking statements involve a number of risks,
uncertainties or other factors that may cause actual results or performance to
15
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(Continued)
be materially different from those expressed or implied by such forward-looking
statements. These risks and uncertainties include, but are not limited to, the
continuing validity of the underlying assumptions and estimates of total
forecasted project revenues, costs and profits and project schedules; the
outcomes of pending or future litigation, arbitration or other dispute
resolution proceedings; changes in federal and state appropriations for
infrastructure projects; possible changes or developments in worldwide or
domestic social, economic, business, industry, market and regulatory conditions
or circumstances; and actions taken or omitted to be taken by third parties
including the Company's customers, suppliers, business partners, and competitors
and legislative, regulatory, judicial and other governmental authorities and
officials.
QUANTITATIVE AND QUALITATIVE DISLOSURES ABOUT MARKET RISK
There has been no material change in the Company's exposure to market risk since
December 31, 1999.
16
<PAGE>
Part II. - Other Information
----------------------------
Item 1. - Legal Proceedings - None
---------------------------
Item 2. - Changes in Securities and Use of Proceeds
---------------------------------------------------
(a) None
(b) None
(c) On March 29, 2000 (the "Closing Date"), the Company completed the sale of
9,411,765 shares of common stock, par value $1.00 of the Company (the
"Common Stock"), for an aggregate of $40 million, or $4.25 per share (the
"Purchase"), to Tutor-Saliba Corporation ("TSC"), O&G Industries, Inc.
("O&G"), and National Union Fire Insurance Company of Pittsburgh, Pa., a
wholly-owned subsidiary of American International Group, Inc. ("National
Union" and together with TSC and O&G, the "New Investors") pursuant to that
certain Securities Purchase Agreement dated as of February 5, 2000 by and
among the Company and the New Investors.
Concurrent with the closing of the Purchase and as a condition thereto, the
Company exchanged 100% of its Series B Cumulative Convertible Preferred
Stock (which had a current accreted face amount of approximately $41.2
million) for an aggregate of 7,490,417 shares of Common Stock at an
exchange price of $5.50 per share (the "Exchange" and together with the
Purchase, the "Transaction") pursuant to those certain Exchange Agreements
by and between the Company and each of The Union Labor Life Insurance
Company, acting on behalf of its Separate Account P ("ULLICO"), PB Capital
Partners, L.P., ("PB Capital") and The Common Fund for Non-Profit
Organizations ("The Common Fund," together with ULLICO and PB Capital, the
"Old Investors").
The Common Stock received by the Old Investors and the New Investors was
not registered under the Securities Act of 1933, as amended (the
"Securities Act"). The Company relied on the exemption from registration
under the Securities Act afforded by Rule 506 of Regulation D promulgated
thereunder based on representations from each of the New Investors and Old
Investors that it was an "accredited investor" as defined under Regulation
D.
(d) Not applicable
Item 3. - Defaults Upon Senior Securities
-----------------------------------------
(a) None
(b) In accordance with the provisions of the 1995 Amended Revolving Credit
Agreement, the First Amended and Restated Credit Agreement effective
January 17, 1997 and the Second Amended and Restated Credit Agreement
effective March 29, 2000, the Company suspended payment of quarterly
dividends on its $21.25 Convertible Exchangeable Preferred Stock
("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 June 2000 for a total arrearage of $100.93 per
share (or $10.09 per depositary share) which aggregates approximately
$10,093,000 to date. While these dividends have not been declared or paid,
they have been fully accrued in accordance with the "cumulative" feature of
the stock.
17
<PAGE>
Part II. - Other Information (Continued)
----------------------------
Item 4. - Submission of Matters to a Vote of Security Holders
-------------------------------------------------------------
(a) May 25, 2000 - Annual Meeting of Stockholders
(b) Not applicable
(c)
(1) Nominees for Class I Directors as listed in the proxy statement, to hold
office for a three year term, expiring 2003 and until their successors are
chosen and qualified, were elected by the holders of Common Stock with the
following vote:
<TABLE>
<CAPTION>
Number of Votes
-------------------------------------------------------
Authority
Class I Director For Against Withheld
-------------------------------------- --------------- --------------- ----------------
<S> <C> <C> <C>
Robert Band 21,364,091 --- 392,555
Michael R. Klein 21,363,544 --- 393,102
Christopher H. Lee 21,363,298 --- 393,348
</TABLE>
(2) The Special Equity Incentive Plan as described in the proxy statement was
approved with the following vote:
Number of Votes
----------------------
For 18,793,821
Against 744,853
Authority Withheld 2,217,972
(3) Two nominees for Preferred Directors (the "Preferred Directors") as listed
in the proxy statement to hold office until the earlier of (i) the 2001
Annual Meeting of Stockholders and until their successors are chosen and
qualified, or (ii) all dividends in arrears on the Preferred Stock have
been paid or declared and funds therefor set apart for payment, were
elected by the Depositary, based on the two nominees who received the
greatest number of votes as indicated by the holders of the Depositary
Shares. A summary of the voting results follows:
<TABLE>
<CAPTION>
Number of Votes
-------------------------------------------------------
Nominees for Authority
Preferred Directors For Against Withheld
-------------------------------------- --------------- --------------- ----------------
<S> <C> <C> <C>
Arthur I. Caplan (Elected) 296,329 --- 176,340
Frederick Doppelt (Elected) 299,047 --- 173,622
Stephen J. McAllister 231,495 --- 241,174
Martin Shubik 221,082 --- 251,587
</TABLE>
(d) Not applicable
18
<PAGE>
Part II. - Other Information (Continued)
----------------------------
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 March
29, 2000 - Exhibit 3.1 to Form 8-K filed on April 12, 2000.
3.2 By-laws - As amended and restated as of March 29, 2000 -
Exhibit 3.2 to Form 8-K filed on April 12, 2000.
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, and as further amended
as of March 29, 2000 - Exhibit 4.3 to Form 8-K filed on
April 12, 2000.
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 and as amended by the
Termination/Amendment Agreement on March 29, 2000 - Exhibit
4.4 to Form 8-K filed on April 12, 2000.
19
<PAGE>
Part II. - Other Information (Continued)
----------------------------
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.
4.13 Exchange Agreement by and between Perini Corporation and The
Union Labor Life Insurance Company, acting on behalf of its
Separate Account P, dated as of February 7, 2000 - Exhibit
10.1 to Form 8-K filed on April 12, 2000.
4.14 Exchange Agreement by and between Perini Corporation and PB
Capital Partners, L.P., dated as of February 14, 2000 -
Exhibit 10.2 to Form 8-K filed on April 12, 2000.
4.15 Exchange Agreement by and between Perini Corporation and The
Common Fund for Non-Profit Organizations, dated as of
February 14, 2000 - Exhibit 10.3 to Form 8-K filed on April
12, 2000.
4.16 Registration Rights Agreement by and among Perini
Corporation, Tutor-Saliba Corporation, Ronald N. Tutor, O&G
Industries, Inc. and National Union Fire Insurance Company
of Pittsburgh, Pa., BLUM Capital Partners, L.P., PB Capital
Partners, L.P. The Common Fund for Non-Profit Organizations,
and The Union Labor Life Insurance Company, acting on behalf
of its Separate Account P, dated as of March 29, 2000 -
Exhibit 4.1 to Form 8-K filed on April 12, 2000.
4.17 Shareholders' Agreement by and among Perini Corporation,
Tutor-Saliba Corporation, Ronald N. Tutor, O&G Industries,
Inc. and National Union Fire Insurance Company of
Pittsburgh, Pa., BLUM Capital Partners, L.P., PB Capital
Partners, L.P., The Common Fund for Non-Profit
Organizations, and The Union Labor Life Insurance Company,
acting on behalf of its Separate Account P, dated as of
March 29, 2000 - Exhibit 4.2 to Form 8-K filed on April 12,
2000.
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 1997 Form 10-K filed on
March 30, 1998.
10.3 Perini Corporation Amended and Restated Construction
Business Unit Incentive Compensation Plan - Exhibit 10.3 to
1997 Form 10-K filed on March 30, 1998.
10.16 Management Agreement dated as of January 17, 1997 by and
among the
20
<PAGE>
Part II. - Other Information (Continued)
----------------------------
Company, Ronald N. Tutor and Tutor-Saliba Corporation -
Exhibit 10.16 to Form 8-K filed on February 14, 1997.
10.30 Second Amended and Restated Credit Agreement dated as of
March 29, 2000 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 10.4 to
Form 8-K filed on April 12, 2000.
10.31 Amendment No. 2 dated as of December 31, 1999 to the
Management Agreement by and among the Company, Ronald N.
Tutor and Tutor-Saliba Corporation - Exhibit 10.31 to Form
10-Q on filed on May 9, 2000.
10.32 Special Equity Incentive Plan - Exhibit A to Registrant's
Proxy Statement for Annual Meeting of Stockholders dated
April 19, 2000.
(b) Reports on Form 8-K
A Form 8-K was filed on April 12, 2000 and reported on the completion of
the $81 million recapitalization transaction and the $56 million bank
credit agreement, as amended and restated, effective March 29, 2000 in
"Item 5. Other Events" in said Form 8-K.
21
<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: August 9, 2000 /s/ Robert Band
-----------------------------------
Robert Band, President and Chief Operating Officer
Date: August 9, 2000 /s/ Michael E. Ciskey
-----------------------------------
Michael E. Ciskey, Vice President and Controller
22
