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 March 31, 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 May 10, 2000:
22,584,469
Page 1 of 21
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<CAPTION>
PERINI CORPORATION & SUBSIDIARIES
INDEX
Page Number
-----------
<S> <C> <C>
Part I. - Financial Information:
Item 1. Financial Statements
Consolidated Condensed Balance Sheets - 3
March 31, 2000 and December 31, 1999
Consolidated Condensed Statements of Operations - 4
Three Months ended March 31, 2000 and 1999
Consolidated Condensed Statements of Cash Flows - 5
Three Months ended March 31, 2000 and 1999
Notes to Consolidated Condensed Financial Statements 6 - 11
Item 2. Management's Discussion and Analysis of the Consolidated Financial 12 - 15
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Part II. - Other Information:
Item 1. Legal Proceedings 16
Item 2. Changes in Securities and Use of Proceeds 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17 - 20
Signatures 21
</TABLE>
2
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<TABLE>
<CAPTION>
PERINI CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
MARCH 31, 2000 AND DECEMBER 31, 1999
(In Thousands)
ASSETS
MARCH 31, DEC. 31,
2000 1999
-------------- -------------
<S> <C> <C>
Cash $ 46,933 $ 58,193
Accounts and Notes Receivable 91,655 93,785
Unbilled Work 13,901 14,283
Construction Joint Ventures 82,973 82,493
Net Current Assets of Discontinued Operations (Note 7) 11,479 12,695
Other Current Assets 758 647
-------------- -------------
Total Current Assets $247,699 $262,096
-------------- -------------
Other Assets $ 3,497 $ 3,575
-------------- -------------
Property and Equipment, less Accumulated Depreciation of $17,648 in 2000 and
$17,438 in 1999 $ 9,585 $ 9,817
-------------- -------------
$260,781 $275,488
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Maturities of Long-Term Debt (Note 3) $ 14,537 $ 32,158
Accounts Payable 77,031 83,578
Advances from Construction Joint Ventures 2,406 14,104
Deferred Contract Revenue 37,932 45,088
Accrued Expenses 43,857 38,738
-------------- -------------
Total Current Liabilities $175,763 $213,666
-------------- -------------
Deferred Income Taxes and Other Liabilities $ 19,359 $ 19,664
-------------- -------------
Long-Term Debt, less current maturities included above (Note 3) $ 22,549 $ 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 101,214 43,561
Retained Earnings (Deficit) (82,117) (87,290)
-------------- -------------
$ 44,075 $(35,653)
Less - Treasury Stock 965 965
-------------- -------------
Total Stockholders' Equity (Deficit) $ 43,110 $(36,618)
-------------- -------------
$260,781 $275,488
============== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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<CAPTION>
PERINI CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(In Thousands, Except Share Data)
THREE MONTHS
ENDED MARCH 31,
2000 1999
--------------- ---------------
<S> <C> <C>
(Note 7)
CONTINUING OPERATIONS:
Construction Revenues (Note 8) $ 197,902 $ 251,819
Cost of Operations 185,806 240,754
--------------- ---------------
Gross Profit $ 12,096 $ 11,065
General and Administrative Expenses
6,221 6,168
--------------- ---------------
INCOME FROM OPERATIONS (Note 8) $ 5,875 $ 4,897
Other Income (Expense), Net 306 (304)
Interest Expense (1,708) (1,588)
--------------- ---------------
Income from Continuing Operations before Income Taxes $ 4,473 $ 3,005
Credit (Provision) for Income Taxes (Note 4) 700 (200)
--------------- ---------------
INCOME FROM CONTINUING OPERATIONS $ 5,173 $ 2,805
--------------- ---------------
LOSS FROM DISCONTINUED OPERATIONS (Notes 4 and 7) $ --- $ (381)
--------------- ---------------
NET INCOME $ 5,173 $ 2,424
=============== ===============
BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE (Note 5):
Income from Continuing Operations $ .54 $ .23
Loss from Discontinued Operations --- (.07)
--------------- ---------------
Total $ .54 $ .16
=============== ===============
DIVIDENDS PER COMMON SHARE (Note 6) $ --- $ ---
=============== ===============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 5) 6,239,502 5,436,419
=============== ===============
</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 THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(In Thousands)
THREE MONTHS
ENDED MARCH 31,
2000 1999
------------ --------------
<S> <C> <C>
(Note 7)
Cash Flows from Operating Activities:
Net Income $ 5,173 $ 2,424
Adjustments to reconcile net income to net cash from operating activities:
Loss from discontinued operations --- 381
Depreciation and amortization 497 764
Noncurrent deferred taxes and other liabilities (836) 880
Distributions greater than earnings of joint ventures and affiliates 3,897 1,704
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 (17,228) (41,747)
Other non-cash items, net (28) (14)
------------ --------------
NET CASH USED BY OPERATING ACTIVITIES $ (8,525) $ (35,608)
------------ --------------
Cash Flows from Investing Activities:
Proceeds from sale of property and equipment $ 36 $ 49
Cash distributions of capital from unconsolidated joint ventures --- 450
Acquisition of property and equipment (168) (429)
Capital contributions to unconsolidated joint ventures (4,205) (6,800)
Proceeds from discontinued operations (Note 7) 1,216 219
Investment in other activities (852) 34
------------ --------------
NET CASH USED BY INVESTING ACTIVITIES $ (3,973) $ (6,477)
------------ --------------
Cash Flows from Financing Activities:
Proceeds from issuance of Common Stock, net $ 37,401 $ ---
Proceeds from long-term debt --- 18,034
Reduction of long-term debt (36,163) ---
Treasury Stock issued --- 155
------------ --------------
NET CASH PROVIDED FROM FINANCING ACTIVITIES $ 1,238 $ 18,189
------------ --------------
Net Decrease in Cash $ (11,260) $ (23,896)
Cash at Beginning of Year 58,193 46,507
------------ --------------
Cash at End of Period $ 46,933 $ 22,611
============ ==============
Supplemental Disclosure of Cash paid during the period for:
Interest $ 1,834 $ 1,945
============ ==============
Income tax payments $ 178 $ 47
============ ==============
Supplemental Disclosures of Non-cash Transactions:
Dividends paid in shares of Series B Preferred Stock (Note 6) $ 1,161 $ 907
============ ==============
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 March 31, 2000 and December 31, 1999 and results
of operations and cash flows for the three month periods ended March 31,
2000 and 1999. The results of operations for the three month period ended
March 31, 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 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 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 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 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").
6
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PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)
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 Shareholder's 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 quarterly through 2002 and the Revolving
Credit Facility by January 21, 2003.
The effect of the Transaction on Stockholders' Equity was to increase
Stockholders' Equity by approximately $76.3 million, from a negative net
worth of approximately $36.6 million to a positive net worth of
approximately $39.7 million. An analysis of Stockholders' Equity for the
three months ended March 31, 2000 follows (in thousands):
7
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PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)
<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 - - - - 5,173 - 5,173
Preferred Stock dividends accrued ($5.31
per share*) (Note 6) - - - (531) - - (531)
Series B Preferred Stock dividends
in-kind 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 27,989 - - 37,401
Exchange of Series B Preferred Stock for
Common Stock - - 7,490 31,452 - - 38,942
------------ ----------- ----------- ------------- ----------- ----------- -----------
Balance - March 31, 2000 $ 100 $ 2,233 $ 22,645 $ 101,214 $(82,117) $ (965) $ 43,110
============ =========== =========== ============= =========== =========== ===========
</TABLE>
*Equivalent to $.53125 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 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.
(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 months ended March 31, 2000 and 1999 and the pro
forma basic and diluted EPS for the three months ended March 31, 2000,
assuming the Transaction described in Note 3 closed on January 1, 2000, are
calculated as follows (in thousands, except per share amounts):
8
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PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------------------------
2000 2000 1999
Pro Forma Actual Actual
---------------- -------------- ------------
<S> <C> <C> <C>
Income from Continuing Operations $ 5,173 $ 5,173 $ 2,805
---------------- -------------- ------------
Less:
- Accrued dividends on $21.25 Senior Preferred Stock $ (531) $ (531) $ (531)
- Dividends declared on Series B Preferred Stock --- (a) (1,161) (907)
- Accretion deduction required to reinstate mandatory
redemption value of Series B Preferred Stock over a
period of 8-10 years --- (a) (96) (95)
Plus - Interest Expense 865 (b)
---------------- -------------- ------------
$ 334 $ (1,788) $ (1,533)
---------------- -------------- ------------
Earnings from Continuing Operations $ 5,507 $ 3,385 $ 1,272
Loss from Discontinued Operations --- --- (381)
---------------- -------------- ------------
Total Available for Common Stockholders $ 5,507 $ 3,385 $ 891
================ ============== ============
Weighted average shares outstanding 22,584 (c) 6,240 5,436
---------------- -------------- ------------
Basic and diluted earnings (loss) per Common Share from -
Continuing Operations $ .24 $ .54 $ .23
Discontinued Operations --- --- (.07)
---------------- -------------- ------------
Total $ .24 $ .54 $ .16
================ ============== ============
</TABLE>
(a) For pro forma purposes it is assumed that the Series B Preferred Stock is
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 three months ended March 31, 2000.
(b) The pro forma adjustment reducing interest expense by $865 is based on the
assumption that the net cash proceeds of $37.4 million ($40 million less
estimated related expenses of $2.6 million) received from the New Investors
is used to reduce debt under the Company's Revolving Credit Facility as of
January 1, 2000 based on the average effective borrowing rate of 9.4%
experienced during the first quarter 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 has a current accreted face amount of $41,197) for 7,490,417 shares
of Common Stock assuming the Transaction closed on January 1, 2000.
9
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PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)
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.
(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 $9,562,000 at
March 31, 2000 which represents approximately $95.62 per share of Preferred
Stock or approximately $9.56 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 both the May 14, 1998 and the May 13,
1999 Annual Meetings of Stockholders.
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
10
<PAGE>
PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)
currently under or are pending purchase and sale agreements.
At March 31, 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
March 31,
----------------------------
2000 1999
---- ----
Revenues $949 $4,732
============== ==========
(8) Business Segments
- -------------------------
The following tables set forth certain updated business segment information
relating to the Company's operations for the three month periods ended
March 31, 2000 and 1999 (in thousands):
<TABLE>
<CAPTION>
Three months ended March 31, 2000
- ---------------------------------
Reportable Segments
---------------------------------------------
Consolidated
Building Civil Totals Corporate Totals
------------ ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $140,344 $ 57,558 $197,902 $ - $197,902
Income from Operations 5,240 $ 1,824 $ 7,064 $ (1,189)* $ 5,875
Assets $ 95,097 $ 104,901 $199,998 $ 60,783** $260,781
Three months ended March 31, 1999
- ---------------------------------
Reportable Segments
------------------------------------------
Consolidated
Building Civil Totals Corporate Totals
------------ ---------- ----------- ------------ ------------
Revenues $182,965 $ 68,854 $251,819 $ - $251,819
Income from Operations $ 4,622 $ 1,971 $ 6,593 $ (1,696)* $ 4,897
Assets $142,421 $ 104,142 $246,563 $136,164** $382,727
</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 First Quarter of 2000 with the First Quarter of 1999
Continuing Operations
- ---------------------
Revenues decreased $53.9 million (or 21.4%) from $251.8 million in 1999 to
$197.9 million in 2000. This resulted from decreased construction revenues in
both building and civil construction operations. Building construction revenues
decreased $42.7 million (or 23.3%) from $183.0 million in 1999 to $140.3 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 $11.2 million (or 16.3%) from
$68.8 million in 1999 to $57.6 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.
In spite of the decrease in total revenues described above, income from
construction operations increased by $.5 million (or 7.6%) from $6.6 million in
1999 to $7.1 million in 2000. Building construction operating income increased
$.6 million from $4.6 million in 1999 to $5.2 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 projects. Civil construction operating income decreased by $.1
million from $2.0 million in 1999 to $1.9 million in 2000 due primarily to the
decline in revenues mentioned above which were partly offset by an increase in
average gross margin. In addition, the $.5 million (or 29%) decrease in
corporate general and administrative expenses from $1.7 million in 1999 to $1.2
million in 2000 contributed to the increase in income from total operations. The
improvement was the result of the Company's ongoing cost reduction program,
including a reduction in outside legal expenses.
The $.6 million increase in other income (expense), from a $.3 million expense
in 1999 to a $.3 million income in 2000 is partly the result of a $.3 million
increase in short-term investment interest income which reflects an improved
cash position in 2000, and partly the result of a $.3 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.
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.
12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(Continued)
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 ("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.
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 $76.3 million, from a negative net worth
of approximately $36.6 million to a positive net worth of approximately $39.7
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 $23.5 million, from $48.4 million at the end of 1999
to $71.9 million at March 31, 2000. The current ratio increased from 1.23:1 to
1.41:1 during the same period.
During the first three months of 2000, the Company used $11.3 million in cash
and $37.4 million of net proceeds received from the issuance of Common Stock
described above to fund $8.5 million used by operating activities, primarily for
changes in working capital; $4.0 million for investing activities, primarily to
fund construction joint ventures; and to reduce debt by $36.2 million.
Long-term debt at March 31, 2000 was $22.5 million, a decrease of $18.6 million
from December 31, 1999. The long-term debt to equity ratio at March 31, 2000 was
.52:1. 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 $13 million available to borrow under the maximum
commitment of $52.25 million at March 31, 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
March 31, 2000 was at $1.73 billion, a new record and a 4.4% increase from
the previous record backlog at December 31, 1999. Approximately 68% of the
current backlog relates to building construction projects which
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(Continued)
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.
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.
The record backlog discussed above supports this belief.
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 three months ended March 31, 2000 and,
correspondingly, on the calculation of earnings per share ("EPS") for the
three months ended March 31, 2000 was not significant. 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 twelve 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 three
months ended March 31, 2000 at Note 5 of Notes to the Consolidated
Condensed Financial Statements. Therefore, the earnings per share reported
for the three months ended March 31, 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 was made in implementing the plan during the second
half of 1999 and the first quarter of 2000, including the disposition of
Rincon Center, the final sales and close out of certain projects and the
sale of portions of other projects. Several of the remaining real estate
properties now being offered for sale are currently under or are pending
purchase and sale agreements. It is the opinion of management that the
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
14
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(Continued)
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 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.
15
<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 March 2000 for a total arrearage of $95.62 per
share (or $9.56 per depositary share) which aggregates approximately
$9,562,000 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.
16
<PAGE>
Part II. - Other Information (Continued)
- ----------------------------------------
Item 4. - Submission of Matters to a Vote of Security Holders
(a) March 29, 2000 - Special Meeting of Stockholders
(b) Not applicable
(c) (1) The proposal to approve the (a) issuance of 9,411,765 shares of Common
Stock to the Tutor-Saliba Corporation, O&G Industries, Inc. and
National Union Fire Insurance Company of Pittsburgh, Pa. and permitted
assigns for an aggregate purchase price of $40,000,000 and (b) the
issuance of up to approximately 7,461,398 shares of Common Stock and
such additional shares of Common Stock as required under the terms of
the exchange in exchange for shares of Series B Preferred Stock was of
approved with the following vote a "disinterested" majority of
stockholders:
For Against Abstain
--- ------- -------
3,097,731 188,951 12,842
(2) The proposal to approve an amendment to the Restated Articles of
Organization of the Company increasing the authorized number of shares
of Common Stock to 40,000,000 shares was approved with the following
vote:
For Against Abstain
--- ------- -------
7,779,199 199,311 11,481
(3) The proposal to approve an amendment to the Certificate of Vote
designating the Series B Preferred Stock which would amend the rights
and preferences of the holders of the Series B Preferred Stock was
approved with the following vote:
For Against Abstain
--- ------- -------
7,789,615 177,266 23,110
(d) Not applicable
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 April
12, 2000.
17
<PAGE>
Part II. - Other Information (Continued)
- ----------------------------------------
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.
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.
18
<PAGE>
Part II. - Other Information (Continued)
- ----------------------------------------
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 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 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.
19
<PAGE>
Part II. - Other Information (Continued)
- ----------------------------------------
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 - filed
herewith.
(b) Reports on Form 8-K
A Form 8-K was filed on February 9, 2000 and reported on the "$40 Million
Equity Investment Agreement with New Investors" in "Item 5. Other Events"
in said Form 8-K.
20
<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: May 9, 2000 /s/ Robert Band
--------------------------------------------------
Robert Band, President and Chief Operating Officer
Date: May 9, 2000 /s/ Michael E. Ciskey
--------------------------------------------------
Michael E. Ciskey, Vice President and Controller
21
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Condensed Balance Sheets as of March 31, 2000 and the Consolidated
Condensed Statements of Operations for the three months ended March 31, 2000 as
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-2000
<CASH> 46,933
<SECURITIES> 0
<RECEIVABLES> 91,655
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 247,699 <F1>
<PP&E> 27,233
<DEPRECIATION> 17,648
<TOTAL-ASSETS> 260,781 <F2>
<CURRENT-LIABILITIES> 175,763
<BONDS> 22,549
0
100
<COMMON> 22,645
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 260,781 <F3>
<SALES> 0
<TOTAL-REVENUES> 197,902
<CGS> 0
<TOTAL-COSTS> (185,806)
<OTHER-EXPENSES> 306
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,708)
<INCOME-PRETAX> 4,473 <F4>
<INCOME-TAX> 700
<INCOME-CONTINUING> 5,173
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,173
<EPS-BASIC> 0.54
<EPS-DILUTED> 0.54
<FN>
<F1> Includes Equity in Construction Joint Ventures of $82,973, Unbilled Work
of $13,901, Net Current Assets of Discontinued Operations of $11,479,
and Other Short-Term Assets of $758, not currently reflected in this
tag list.
<F2> Includes Other Long-Term Assets of $3,497, not currently reflected in
this tag list.
<F3> Includes Deferred Income Taxes and Other Liabilities of $19,359,
Stock Purchase Warrants of $2,233, Paid-In Surplus of $101,214, Retained
Deficit of $(82,117) and Treasury Stock of $(965).
<F4> Includes General and Administrative Expenses of $6,221 not currently
refelected in this tag list.
</FN>
</TABLE>
AMENDMENT NUMBER 2 TO MANAGEMENT AGREEMENT
THIS AMENDMENT NUMBER 2 TO MANAGEMENT AGREEMENT (the Amendment") is made
and entered into as of December 31, 1999, by and between Perini Corporation, a
Massachusetts corporation ("Perini"), Tutor-Saliba Corporation, a California
corporation ("Tutor-Saliba") and Ronald N. Tutor ("Tutor"), an individual and
President of Tutor-Saliba (Perini, Tutor-Saliba and Tutor collectively, the
"Parties").
RECITALS
WHEREAS, Perini, Tutor-Saliba and Tutor entered into Management Agreement
as of January 17, 1997 (the "Management Agreement"), whereby, among other
things, Tutor-Saliba agreed to provide certain services of Tutor to Perini;
WHEREAS, paragraph 6 of the Management Agreement provided that the
Management Agreement would terminate, if not earlier, on December 31, 1998;
WHEREAS, on or by December 31, 1998, by Amendment Number 1 to that
Management Agreement it was extended so that it would terminate, if not earlier,
on December 31, 1999, and
WHEREAS, the Parties desire again to extend the termination date of the
Management Agreement.
NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the Parties hereby agree as follows:
1. Paragraph 6 of the Management Agreement, as amended, shall be amended in
its entirety to read as follows:
6. Termination. Unless earlier terminated by the parties, this Agreement
shall terminate upon the earliest to occur of (i) December 31, 2000,
(ii) Tutor's inability to perform the services contemplated hereby,
whether because of death, disability or otherwise, (iii) written
notice from Perini to Tutor after, in the determination of a majority
of the Executive Committee of the Board of Directors of Perini, Tutor
has failed to perform his obligations under this Agreement, and (iv)
the reasonable determination by the Board of Directors or Executive
Committee of Perini, and written notice thereof to Tutor, that it
would be inadvisable for Tutor to continue performing the services
contemplated by this Agreement, or
<PAGE>
(v) the consummation of a recapitalization of Perini funded by a party
other than Tutor or his affiliates.
2. Section 3(b) of the Management agreement shall be amended in its entirety
to read as follows:
(b) Beginning on the Effective Date, Perini shall pay a fee to
Tutor-Saliba at the rate of $250,000 per year, such amount to be
paid in twelve equal monthly installments in arrears on the 15th
of each month, or as the parties hereto shall otherwise agree in
writing.
3. Except as specifically amended herein, all other provisions of the
Management Agreement shall remain unchanged and in full force and effect.
4. This Amendment may be executed in several counterparts, each of which shall
be deemed an original but all of which shall constitute one and the same
instrument.
IN WITNESS HEREOF, each of the parties hereto have caused a counterpart of
this Amendment to be executed and delivered as of the date first above written
by their duly authorized representatives.
PERINI CORPORATION
By:___________________________
Title: President
TUTOR-SALIBA CORPORATION
By:___________________________
Title:
RONALD N. TUTOR
By:___________________________
Title:
