-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IzBWhlgrHvJGoWjj7Ol2Gl/THGGUzn1twjAOAg8Y0xL+7WIm4F4YQNkpIuXlRWrV UmYk1iuOLARdE7Qbl3LhGg== 0000077543-02-000011.txt : 20020510 0000077543-02-000011.hdr.sgml : 20020510 ACCESSION NUMBER: 0000077543-02-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERINI CORP CENTRAL INDEX KEY: 0000077543 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL BUILDING CONTRACTORS - NONRESIDENTIAL BUILDINGS [1540] IRS NUMBER: 041717070 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06314 FILM NUMBER: 02641661 BUSINESS ADDRESS: STREET 1: 73 MT WAYTE AVE CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5086282000 10-Q 1 form10q_1q02.htm FIRST QUARTER 2002 FORM 10-Q First Quarter 2002 Form 10-Q

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, 2002

( ) 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 7, 2002: 22,664,135

Page 1 of 24

PERINI CORPORATION & SUBSIDIARIES

INDEX

Page Number

Part I. - Financial Information:

Item 1. Financial Statements

Consolidated Condensed Balance Sheets - 3
March 31, 2002 and December 31, 2001

Consolidated Condensed Statements of Income - 4
Three Months ended March 31, 2002 and 2001

Consolidated Condensed Statements of Cash Flows - 5
Three Months ended March 31, 2002 and 2001

Notes to Consolidated Condensed Financial Statements 6 - 13

Item 2. Management's Discussion and Analysis of the Consolidated Financial 14 - 17
Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk 17

Part II. - Other Information:

Item 1. Legal Proceedings 18 - 19

Item 2. Changes in Securities and Use of Proceeds 19

Item 3. Defaults Upon Senior Securities 20

Item 4. Submission of Matters to a Vote of Security Holders 20

Item 5. Other Information 20

Item 6. Exhibits and Reports on Form 8-K 20 - 23

Signatures 24

                                            PERINI CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
                                           MARCH 31, 2002 AND DECEMBER 31, 2001
                                                      (In Thousands)

                                          ASSETS                                                 MARCH 31,       DEC. 31,
                                                                                                   2002           2001
                                                                                               -------------  --------------

Cash and Cash Equivalents                                                                         $  16,635       $  28,015
Accounts and Notes Receivable                                                                       192,264         232,129
Unbilled Work                                                                                        35,917          37,564
Construction Joint Ventures                                                                          92,521          91,147
Net Current Assets of Discontinued Operations                                                        12,064          11,740
Other Current Assets                                                                                  2,184             979
                                                                                               -------------  --------------
     Total Current Assets                                                                         $ 351,585       $ 401,574
                                                                                               -------------  --------------

Other Assets                                                                                      $   3,095       $   3,006
                                                                                               -------------  --------------

Property and Equipment, less Accumulated Depreciation of $19,207 in 2002 and
$18,768 in 2001                                                                                   $  13,964       $  12,405
                                                                                               -------------  --------------

                                                                                                  $ 368,644       $ 416,985
                                                                                               =============  ==============
                           LIABILITIES AND STOCKHOLDERS' EQUITY


Current Maturities of Long-term Debt (Note 3)                                                     $   2,307       $  10,249
Accounts Payable                                                                                    180,931         218,314
Advances from Construction Joint Ventures                                                             8,852          20,851
Deferred Contract Revenue                                                                            27,773          29,468
Accrued Expenses                                                                                     26,386          29,323
                                                                                               -------------  --------------
     Total Current Liabilities                                                                    $ 246,249       $ 308,205
                                                                                               -------------  --------------

Long-term Debt, less current maturities included above (Note 3)                                   $  15,409       $   7,540
                                                                                               -------------  --------------

Other Long-term Liabilities (Note 6)                                                              $  22,894       $  21,832
                                                                                               -------------  --------------

Contingencies and Commitments (Note 7)

Stockholders' Equity:
  Preferred Stock                                                                                 $     100       $     100
  Series A Junior Participating Preferred Stock                                                           -               -
  Stock Purchase Warrants                                                                             2,233           2,233
  Common Stock                                                                                       22,725          22,725
  Paid-In Surplus                                                                                    97,140          97,671
  Retained Earnings (Deficit)                                                                       (31,276)        (36,491)
  Less - Treasury Stock                                                                                (965)           (965)
                                                                                               -------------  --------------
                                                                                                  $  89,957       $  85,273
  Accumulated Other Comprehensive Loss                                                               (5,865)         (5,865)
                                                                                               -------------  --------------
     Total Stockholders' Equity                                                                   $  84,092       $  79,408
                                                                                               -------------  --------------

                                                                                                  $ 368,644       $ 416,985
                                                                                               =============  ==============

The accompanying notes are an integral part of these financial statements.

                                             PERINI CORPORATION
                        CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                           FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (In Thousands, Except Share Data)



                                                                                   THREE MONTHS
                                                                                  ENDED MARCH 31,
                                                                           ------------------------------

                                                                               2002             2001
                                                                           -------------    -------------

Revenues (Note 8)                                                             $ 321,370        $ 352,178

Cost of Operations                                                              308,371          338,679
                                                                           -------------    -------------

Gross Profit                                                                  $  12,999        $  13,499

General and Administrative Expenses                                               7,066            5,796
                                                                           -------------    -------------

INCOME FROM OPERATIONS (Note 8)                                               $   5,933        $   7,703

Other Income (Expense), Net                                                        (328)              22
Interest Expense                                                                   (400)            (605)
                                                                           -------------    -------------

Income before Income Taxes                                                    $   5,205        $   7,120

Credit (Provision) for Income Taxes (Note 4)                                         10             (300)
                                                                           -------------    -------------

NET INCOME                                                                    $   5,215        $   6,820
                                                                           =============    =============

Less:  Accrued Dividends on $21.25 Preferred Stock (Note 6)                        (531)            (531)
                                                                           -------------    -------------

NET INCOME AVAILABLE FOR COMMON STOCKHOLDERS (Note 5)                         $   4,684        $   6,289
                                                                           =============    =============

BASIC EARNINGS PER COMMON SHARE (Note 5)                                      $    0.21        $    0.28
                                                                           =============    =============

DILUTED EARNINGS PER COMMON SHARE (Note 5)                                    $    0.20        $    0.28
                                                                           =============    =============


DIVIDENDS PER COMMON SHARE (Note 6)                                           $       -        $       -
                                                                           =============    =============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 5):
  BASIC                                                                      22,664,135       22,584,469
                                                                           =============    =============
  DILUTED                                                                    23,562,990       22,601,970
                                                                           =============    =============

The accompanying notes are an integral part of these financial statements.

                                       PERINI CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                              FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                                (In Thousands)

                                                                                           THREE MONTHS
                                                                                          ENDED MARCH 31,
                                                                                    ----------------------------
                                                                                       2002            2001
                                                                                    ------------   -------------

Cash Flows from Operating Activities:
Net income                                                                             $  5,215       $   6,820
Adjustments to reconcile net income to net cash from operating activities:
  Depreciation and amortization                                                             887             582
  Other long-term liabilities                                                               531            (378)
  Distributions greater (less) than earnings of joint ventures                           (1,187)          4,426
  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                                                                      (13,606)        (30,834)
  Other non-cash items, net                                                                 (16)            (24)
                                                                                    ------------   -------------

    NET CASH USED BY OPERATING ACTIVITIES                                              $ (8,176)      $ (19,408)
                                                                                    ------------   -------------

Cash Flows from Investing Activities:
  Proceeds from sale of property and equipment                                         $     25       $      84
  Acquisition of property and equipment                                                  (2,083)           (631)
  Capital distributions from unconsolidated joint ventures                                4,000               -
  Capital contributions to unconsolidated joint ventures                                 (4,288)         (3,641)
  Investment in discontinued operations                                                    (324)           (258)
  Investment in other activities                                                           (461)              -
                                                                                    ------------   -------------

    NET CASH USED BY INVESTING ACTIVITIES                                             $  (3,131)      $  (4,446)
                                                                                    ------------   -------------

Cash Flows from Financing Activities:
  Proceeds from long-term debt                                                        $   9,816       $     572
  Reduction of long-term debt                                                            (9,889)         (2,706)
                                                                                    ------------   -------------

    NET CASH USED BY FINANCING ACTIVITIES                                             $     (73)      $  (2,134)
                                                                                    ------------   -------------

Net Decrease in Cash                                                                  $ (11,380)      $ (25,988)
Cash at Beginning of Year                                                                28,015          59,515
                                                                                    ------------   -------------

Cash at End of Period                                                                 $  16,635       $  33,527
                                                                                    ============   =============



Supplemental Disclosure of Cash Paid During the Period For:
  Interest                                                                            $     378       $     617
                                                                                    ============   =============
  Income tax payments                                                                 $     348       $     386
                                                                                    ============   =============

The accompanying notes are an integral part of these financial statements.

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 accounting principles generally accepted in the United States. 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, 2001. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2002 and December 31, 2001 and results of operations and cash flows for the three month periods ended March 31, 2002 and 2001. The results of operations for the three month period ended March 31, 2002 may not be indicative of the results that may be expected for the year ending December 31, 2002 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 and New Accounting Pronouncements
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, 2001. The Company has made no significant change in these policies during 2002.

In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 142, “Goodwill and Other Intangible Assets” which addresses the financial accounting and reporting for acquired goodwill and other intangible assets. With the adoption of SFAS No. 142, goodwill is no longer subject to amortization over its estimated useful life. Rather, goodwill will be subject to at least an annual assessment for impairment by applying a fair-value-based test. The Company adopted SFAS No. 142 on January 1, 2002. Accordingly, the Company ceased amortizing goodwill on January 1, 2002. The amount of unamortized goodwill at December 31, 2001 is approximately $1,017,000 and is included in “Other Assets” in the accompanying Consolidated Condensed Balance Sheets. The adoption of SFAS No. 142 did not have a material impact on the Company’s consolidated financial position or results of operations for the first quarter ended March 31, 2002.

In August 2001, the FASB issued SFAS No. 144, "Accounting for Impairment or Disposal of Long-lived Assets". SFAS No. 144 establishes a single accounting model for the impairment or disposal of long-lived assets and new standards for reporting discontinued operations. The Company adopted SFAS No. 144 on January 1, 2002. The adoption of SFAS No. 144 had no impact on the Company's consolidated financial position or results of operations for the first quarter ended March 31, 2002.

In April 2002, the FASB issued SFAS No. 145, “Recission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. SFAS No. 145 amends, updates and clarifies certain existing accounting pronouncements including, among other things, the financial accounting and reporting for extinguishment of debt obligations and certain lease modifications. The provisions of SFAS No. 145 are effective for fiscal years beginning after May 15, 2002 with regard to extinguishment of debt obligations and is effective for transactions occurring after May 15, 2002 with regard to certain lease modifications. The remaining provisions are effective for financial statements issued on or after May 15, 2002. The Company expects that the adoption of the provisions of SFAS No. 145 will not have a material impact on its consolidated financial position or results of operations.

PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)

(3) Long-term Debt
Effective March 29, 2000, the Company entered into an Amended and Restated Credit Agreement with its lenders that extended its existing credit facility to January 2003. On January 23, 2002, the Company entered into an agreement with two banks to refinance the March 2000 facility with a new $45 million credit agreement (the “Credit Agreement”). The Credit Agreement provides for a two year secured revolving credit facility which, if not extended or repaid after two years, converts amounts then outstanding to a three year term loan with equal quarterly principal payments. In addition, in September 2000, the Company completed a refinancing of its corporate headquarters building for $7.5 million at an annual interest rate of approximately 9%. The loan is payable in equal monthly installments of $67,300 over a ten year period, with a balloon payment of $5.3 million due in 2010.

(4) Credit (Provision) For Income Taxes
The credit (provision) for income taxes reflects a lower-than-normal tax rate in both 2002 and 2001 due primarily to the realization of a portion of the federal tax benefit not recognized in prior years due to certain accounting limitations. In addition, the credit for income taxes for the three months ended March 31, 2002 reflects the reversal of the federal alternative minimum tax provided in 2001 which is no longer required based on the provisions of the Job Creation and Worker Assistance Act of 2002.

(5) Per Share Data
Computations of basic and diluted earnings 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 month periods ended March 31, 2002 and 2001, are calculated as follows (in thousands, except per share amounts):

                                                                                 Three Months
                                                                                 Ended March 31,
                                                                     -----------------------------------
                                                                          2002                2001
                                                                     ---------------     ---------------
Net Income                                                                 $  5,215            $  6,820
Less - Accrued dividends on $21.25 Preferred Stock (Note 6)                    (531)               (531)
                                                                     ---------------     ---------------

Net Income Available for Common Stockholders                               $  4,684            $  6,289
                                                                     ===============     ===============

Weighted average shares outstanding for basic EPS                            22,664              22,584

Effect of dilutive stock options outstanding                                    899  (a)             18  (b)
                                                                     ---------------     ---------------

Weighted average shares outstanding for diluted EPS                          23,563              22,602
                                                                     ---------------     ---------------

Basic earnings per Common Share                                            $   0.21            $   0.28
                                                                     ===============     ===============

Diluted earnings per Common Share                                          $   0.20            $   0.28
                                                                     ===============     ===============

PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)

(5) Per Share Data (continued)

(a) Options to purchase 564,000 shares of Common Stock at prices ranging from $8.10 to $16.44 per share were outstanding at March 31, 2002 but were not included in the computation of diluted EPS because the options’ exercise price was greater than the average market price of the Common Stock. In addition, the effect of the assumed conversion of the Company’s $21.25 Preferred Stock and common stock purchase warrants into Common Stock is antidilutive.

(b) Options to purchase 3,426,500 shares of Common Stock at prices ranging from $4.50 to $16.44 per share were outstanding at March 31, 2001 but were not included in the computation of diluted EPS because the options’ exercise price was greater than the average market price of the Common Stock. In addition, the effect of the assumed conversion of the Company’s $21.25 Preferred Stock and common stock purchase warrants into Common Stock is antidilutive.

(6) Dividends

(a) Common Stock
There were no cash dividends declared or paid on the Company’s outstanding Common Stock during the periods presented in the consolidated condensed financial statements presented herein.

(b) $21.25 Preferred Stock
In conjunction with the covenants of the Company’s prior Credit Agreements, the Company was required to suspend the payment of quarterly dividends on its $21.25 Preferred Stock until certain financial criteria were met. Quarterly dividends on the $21.25 Preferred Stock have not been paid since 1995 (although they have been fully accrued due to the “cumulative” feature of the $21.25 Preferred Stock). The aggregate amount of dividends in arrears is approximately $13,811,000 at March 31, 2002, which represents approximately $138.11 per share of $21.25 Preferred Stock or approximately $13.81 per Depositary Share and is included in “Other Long-term Liabilities” in the Consolidated Condensed Balance Sheets. Under the terms of the $21.25 Preferred Stock, the holders of Depositary Shares are entitled to elect two additional Directors when dividends have been deferred for more than six quarters, and they did so at each of the last four Annual Meetings of Stockholders.

Although these bank restrictions were satisfied as of December 31, 2000, the Board of Directors does not believe that it is proper or prudent to pay or commit to pay dividends on the $21.25 Preferred Stock for the foreseeable future based on the Company’s other working capital requirements. See additional comments under “Financial Condition” on pages 15 and 16 herein.

(7) Contingencies and Commitments

(a) Mergentime - Perini Joint Venture vs. WMATA Matter
On May 11, 1990, two joint ventures in which Perini Corporation held a minority interest (“Joint Ventures”) were terminated by the Washington Metropolitan Area Transit Authority (“WMATA”) on two adjacent subway construction contracts in the District of Columbia. The contracts were awarded to the Joint Ventures in 1985 and 1986. However, Perini and Mergentime Corporation (“Mergentime”), the 60% managing partner, entered into an agreement in 1987

PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)

(7) Contingencies and Commitments (continued)

(a) Mergentime - Perini Joint Venture vs. WMATA Matter (continued)
under which Perini withdrew from the Joint Ventures and Mergentime assumed complete control over the performance of both projects. This agreement did not relieve Perini of its responsibilities to WMATA as a Joint Venture partner. After Perini withdrew from the Joint Ventures, Mergentime and WMATA were embroiled in a dispute regarding progress on the projects. Each party blamed the other for delays that were impacting both cost and progress and the parties were unable to resolve their dispute. Ultimately, both construction contracts were terminated by WMATA and WMATA retained Perini, acting independently, to complete both projects.

Subsequently, the Joint Ventures brought an action in the United States District Court for the District of Columbia against WMATA, seeking damages for delays, unpaid extra work and wrongful termination and WMATA brought an action against the Joint Ventures seeking damages for additional costs to complete the projects. After a bench trial before two District Court Judges (the initial Judge died before the matter could be concluded), the District Court found the Joint Ventures liable to WMATA for damages in the amount of approximately $16.5 million and WMATA liable to the Joint Ventures for damages in the amount of approximately $4.3 million.

The Joint Ventures appealed the judgment to the United States Court of Appeals for the District of Columbia (“Court of Appeals”), arguing, among other things, that the second District Court Judge had issued his final decision without fully familiarizing himself with the record of the initial District Court Judge. On February 16, 1999, the Court of Appeals vacated the District Court’s final judgment and ordered the successor District Court Judge to review the findings of the initial Judge and hold further hearings in regard to the Joint Venture’s affirmative claims. In addition, the Court of Appeals held that statutory interest on any of the claims will not accrue until final judgment is entered sometime in the future. Later in 1999, the case was transferred to a new successor District Court Judge.

On February 28, 2001, the new successor District Court Judge informed the parties that in the absence of a new trial, he could not certify adequate familiarity with the record to complete the remaining proceedings; therefore, he ordered that the Joint Venture’s motion for a new trial be granted.

A new trial before the new successor District Court Judge was completed in January 2002. A decision is expected by June 2002.

(b) Tutor-Saliba-Perini Joint Venture vs. Los Angeles MTA Matter
During 1995, a joint venture, Tutor-Saliba-Perini (“TSP”), in which Perini Corporation is a 40% minority partner and Tutor-Saliba Corporation of Sylmar, CA is the 60% managing partner, filed a complaint in the Superior Court of the State of California for the County of Los Angeles against the Los Angeles County Metropolitan Transportation Authority (“MTA”) seeking to recover costs for extra work required by the MTA in connection with the construction of the Wilshire/Normandie Subway Station. TSP was seeking additional compensation from the MTA for claims related to the construction and in February 1999 the MTA countered with civil claims under the California False Claims Act against TSP, Tutor-Saliba Corporation, Perini

PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)

(7) Contingencies and Commitments (continued)

(b) Tutor-Saliba-Perini Joint Venture vs. Los Angeles MTA Matter (continued)
Corporation and other parties. Ronald N. Tutor, the Chairman and CEO of Perini Corporation since March of 2000, is also the CEO and the sole stockholder of Tutor-Saliba Corporation.

Claims concerning the construction of the Wilshire/Normandie Subway Station were tried before a Jury in 2001. During trial, the Judge ruled that TSP had failed to comply with the Court’s prior discovery orders and the Judge penalized TSP for its alleged non-compliance by dismissing TSP’s claim and by ruling, without a Jury finding, that TSP was liable to the MTA for damages on the MTA’s counterclaim. The Judge then instructed the Jury that TSP was liable to the MTA and charged the Jury with the responsibility of determining the amount of the damages based on the Judge’s ruling. The Jury awarded the MTA approximately $29.6 million in damages.

On March 26, 2002, the Judge amended the award, ordering TSP to pay the MTA an additional $33.4 million in costs and attorney fees, with the aggregate $63.0 million award subject to interest at an annual rate of 10% from the date of the award.

TSP and the other plaintiffs/defendants in counterclaim have appealed the Judge’s discovery sanction, the subsequent Jury award and the amended award. The ultimate financial impact of the Judge’s ruling and/or the awards is not yet determinable.

(c) Perini/Kiewit/Cashman Joint Venture - Central Artery/Tunnel Project Matter
Perini/Kiewit/Cashman Joint Venture (“PKC”), a joint venture in which Perini Corporation holds a 56% interest and is the managing partner, is currently pursuing a series of claims for additional contract time and/or compensation against the Massachusetts Highway Department (“MHD”) for work performed by PKC on a portion of the Central Artery/Tunnel project in Boston, Massachusetts. The claims relate to the construction of the Northbound Mainline Central Artery Tunnel from Kneeland Street to Congress Street. During construction, MHD ordered PKC to perform changes to the work and issued related direct cost changes with an estimated value, excluding time delay and inefficiency costs, in excess of $100 million. In addition, PKC encountered a number of unforeseen conditions during construction that greatly increased PKC’s cost of performance.

PKC’s claims are currently being presented to a Disputes Review Board (“DRB”) which consists of three construction experts chosen by the parties. To date, the DRB has ruled on a binding basis that PKC is entitled to additional compensation for its contract time delay claim in the amount of $17.4 million. A Judge of the Massachusetts Superior Court has issued a decision upholding the DRB’s binding award to PKC. The DRB is currently considering PKC’s utility impact claim (approximate value of $30 million) with additional claims to be presented in 2002. The claims yet to be decided by the DRB, including the utility impact claim, have a stated value in excess of $93 million. The majority of the undecided claims (approximately $75 million) will be decided by the current DRB, as arbitrators, on a binding basis. The remaining claims will be decided by the DRB on a non-binding basis pursuant to the provisions of the original contract.

PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)

(7) Contingencies and Commitments (continued)

(c) Perini/Kiewit/Cashman Joint Venture – Central Artery/Tunnel Project Matter (continued)
Although MHD challenged several of the DRB’s decisions relative to the contract time delay award discussed above, PKC received a favorable ruling on March 20, 2002 from the Superior Court of the Commonwealth of Massachusetts that approved PKC’s request to have MHD comply with the DRB’s decision to award the $17.4 million for the time delay. The ultimate financial impact of resolving all of the claims on this project is not yet determinable.

(d) Perini Building Company, Inc. vs. Saginaw Chippewa Indian Tribe of Michigan Matter
In 1995, Perini Building Company, Inc. (“PBC”), a wholly owned subsidiary of Perini Corporation, was hired by the Saginaw Chippewa Indian Tribe (“Tribe”) to construct a hotel/casino resort in Mt. Pleasant, Michigan. Since the design for the project was still in process at the time of contract, the parties planned to proceed with construction on a fast-track basis as the design was completed by the Tribe’s architect. Although PBC completed a major portion of construction under this fast-track arrangement, a final design was never completed by the Tribe’s architect. Ultimately, a dispute arose between the Tribe and the architect regarding the architect’s failure to complete the design and the Tribe eventually terminated all contracts on the project, including its contract with the architect and its contract with PBC. Separate arbitration proceedings were then initiated between the Tribe and the architect and between the Tribe and PBC.

On June 5, 2000, the American Arbitration Association found in favor of PBC against the Tribe, awarding PBC approximately $8.9 million in damages, plus costs and attorney/consultants fees in the amount of approximately $1.2 million. On October 30, 2000, PBC filed an action to enforce the award in the Tribal Court of the Saginaw Chippewa Indian Tribe. On January 31, 2002, the Tribal Court refused to confirm the award, claiming that the Tribal Court does not have jurisdiction because the Tribe is immune from suit as a sovereign nation. The contract between PBC and the Tribe provides that PBC may seek enforcement of the award in United States Federal Court if the Tribal Court finds that it does not have jurisdiction. In February 2002, PBC filed an action to enforce the arbitration award in the United States District Court for Michigan and in March 2002 PBC moved for Summary Judgment of its claim in that action. In addition, in February 2002, PBC filed an appeal of the Tribal Court’s refusal to enforce the award in the Saginaw Chippewa Appellate Court. The Tribe has moved to dismiss the Federal Court action and briefs are being prepared for the Appellate Court proceeding. No hearing date has been set by either Court.

(e) San Francisco State University vs. Perini Matter
This is an action originally brought in 1999 by San Francisco State University (“SFSU”) against Perini and several subcontractors in conjunction with the design and construction of a student dormitory. SFSU alleges that the building suffers from water leakage and structural deficiencies (deficient earthquake bracing per the California Building Code). SFSU seeks damages in excess of $85 million, including damages for leak repairs and mold abatement, damages for structural repairs, damages for economic losses, punitive damages and attorneys’ fees. Perini has asserted that the building was properly designed and constructed under the contractually identified building code.

PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)

(7) Contingencies and Commitments (continued)

(e) San Francisco State University vs. Perini Matter (continued)
Both Perini and its subcontractors have general liability insurance policies and Perini is an additional insured on the subcontractors’ insurance policies. Management believes that these policies will cover any damage finding against Perini related to construction defects. Perini does not have errors and omissions insurance for the building design. To that extent, these policies will not cover a damage finding, if any, against Perini which is based solely upon design errors and omissions. Perini is being defended by its insurance carriers under a reservation of rights. Perini has brought a third party action for comparative indemnity, equitable indemnity, implied contractual indemnity and declaratory relief against nine of Perini’s subcontractors and lower-tier subcontractors.

The action, which was scheduled for trial in April 2002, has been postponed. The trial is now expected to begin in June 2002. The ultimate financial impact of this case is not yet determinable.

(f) $21.25 Preferred Shareholders Class Action Lawsuit
On May 3, 2001 the Company, including several of its current and former directors (“Defendant Directors”), was served with a complaint entitled Frederick Doppelt, Arthur I. Caplan and Michael Miller v. Perini Corporation, et al, Supreme Court of the State of New York, County of New York, Civil Action No. 602156/01. Each plaintiff is a holder of the Company’s $21.25 Convertible Exchangeable Preferred Stock (“$21.25 Preferred Stock”). One plaintiff, Mr. Doppelt, is a current Director of the Company and one plaintiff, Mr. Caplan, is a former Director of the Company. Plaintiffs purport to bring the action individually and on behalf of the entire class of holders of the $21.25 Preferred Stock.

The Plaintiffs have asserted claims for breach of contract, breach of fiduciary duty, fraud and negligent misrepresentation. The Plaintiffs principally allege that the Company and its Defendant Directors improperly authorized the exchange of Series B Preferred Stock for Common Stock without first paying all accrued dividends on the $21.25 Preferred Stock. More specifically, Plaintiffs allege that the Company and its Defendant Directors violated the terms of the $21.25 Preferred Stock when, in March 2000, the Company authorized the exchange of Series B Preferred Stock for Common Stock. The Plaintiffs further allege that the Company and its Defendant Directors issued a false and misleading prospectus in 1987 relating to the issuance of the $21.25 Preferred Stock. The Plaintiffs seek payment of accrued dividends, claiming they are owed approximately $11.7 million as of May 3, 2001, and other unspecified punitive and exemplary damages.

On May 23, 2001, the Company and the Defendant Directors removed the action from the Supreme Court of New York to the United States District Court for the Southern District of New York.

On June 26, 2001, the Plaintiffs filed an Amended Complaint whereby the Plaintiffs limited their Class Action to an action for breach of contract against the Company and an action for breach of fiduciary duty against the Defendant Directors. The Company and the Defendant Directors moved to dismiss all of the Plaintiffs’ claims.

PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)

(7) Contingencies and Commitments (continued)

(f) $21.25 Preferred Shareholders Class Action Lawsuit (continued)
On March 12, 2002, all claims against the Company and the Defendant Directors were dismissed by the United States District Court for the Southern District of New York.

In April 2002, the Plaintiffs appealed the dismissal to the United States Court of Appeals for the Second Circuit.

(g) Other
Contingent liabilities also include liability of contractors for performance and completion of both Company and joint venture construction contracts. In addition to the legal matters described above, the Company is involved in various lawsuits, arbitration and alternative dispute resolution (“ADR”) proceedings. In the opinion of management, the resolution of these proceedings will not have a material effect on the Company’s results of operations or financial condition.

(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, 2002 and 2001 (in thousands):

Three months ended March 31, 2002
- -----------------------------------------
                                                     Reportable Segments
                                         --------------------------------------------
                                                                                                      Consolidated
                                          Building         Civil         Totals       Corporate          Totals
                                         ------------   ------------  -------------  ------------    ----------------
Revenues                                    $244,233       $ 77,137       $321,370      $      -           $ 321,370
Income from Operations                      $  5,441       $  1,729       $  7,170      $ (1,237)*         $   5,933
Assets                                      $174,602       $163,265       $337,867      $ 30,777 **        $ 368,644

Three months ended March 31, 2001
- -----------------------------------------
                                                     Reportable Segments
                                         --------------------------------------------
                                                                                                      Consolidated
                                          Building         Civil         Totals       Corporate          Totals
                                         ------------   ------------  -------------  ------------    ----------------
Revenues                                    $284,021       $ 68,157       $352,178      $      -           $ 352,178
Income from Operations                      $  8,497       $    385       $  8,882      $ (1,179)*         $   7,703
Assets                                      $167,143       $148,491       $315,634      $ 46,776 **        $ 362,410

* 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS

Results of Operations

Comparison of the First Quarter of 2002 with the First Quarter of 2001

Overall revenue from construction operations decreased by $30.8 million (or 8.7%), from $352.2 million in 2001 to $321.4 million in 2002. This decrease was due primarily to a decrease in building construction revenues of $39.7 million (or 14.0%), from $284.0 million in 2001 to $244.3 million in 2002. Civil construction revenues increased $8.9 million (or 13.0%), from $68.2 million in 2001 to $77.1 million in 2002. The decrease in revenues from building construction operations primarily reflects the decrease in the Company's year-end backlog at December 31, 2001 compared to the record year-end backlog at December 31, 2000, including a decreased volume of work completed at the Mohegan Sun Expansion project in Connecticut, as well as on two large hotel/casino projects in the southwestern United States. The increase in revenues from civil construction operations also reflects the Company's record year-end backlog at December 31, 2000, as several multi-year infrastructure projects were started in the metropolitan New York area in late 2000 and early 2001.

Income from construction operations decreased by $1.7 million (or 19.1%), from $8.9 million in 2001 to $7.2 million in 2002 due to a decrease in income from building construction operations that more than offset an increase in income from civil construction operations. Building construction operating income decreased by $3.0 million, from $8.5 million in 2001 to $5.5 million in 2002, due primarily to the decrease in revenues discussed above as well as a decrease in the average gross margin from 4.2% in 2001 to 3.8% in 2002 because 2001 included an upward profit revision on an overseas project. In addition, building construction operating income was negatively impacted by a $0.4 million (or 11.4 %) increase in building construction-related general and administrative expenses primarily in connection with the pursuit of new work opportunities. Civil construction operating income increased by $1.3 million, from $0.4 million in 2001 to $1.7 million in 2002 as a result of a $2.1 million increase in gross profit primarily because 2001 included downward profit revisions on several joint venture projects sponsored by others. Partly offsetting this increase in gross profit from civil construction operations was an $0.8 million increase in civil construction-related general and administrative expenses, due primarily to a reduced ability to allocate expenses to various joint ventures as well as an increase in outside professional fees.

Other income (expense) decreased by $0.3 million, from zero in 2001 to a net expense of $0.3 million in 2002, due primarily to an increase in amortization of deferred debt expense incurred in conjunction with the refinancing of the existing credit facility with a new Credit Agreement in January 2002 and, to a lesser extent, a decrease in interest income as a result of a decrease in the level of short-term cash investments, as well as lower interest rates in 2002.

Interest expense decreased by $0.2 million, from $0.6 million in 2001 to $0.4 million in 2002, due primarily to a reduction in the average amount of debt outstanding during the period under the Company's Credit Agreement as well as lower interest rates in 2002.

The credit (provision) for income taxes reflects a lower than normal tax rate for both 2001 and 2000 due primarily to the realization of a portion of the federal tax benefit not recognized in prior years due to certain accounting limitations. In addition, the credit for income taxes in 2002 reflects the reversal of the federal alternative minimum tax provided in 2001 which is no longer required based on the provisions of the Job Creation and Worker Assistance Act of 2002.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(Continued)

Financial Condition

On January 23, 2002, the Company entered into an agreement with a new bank group to refinance its existing credit facility with a new $45 million revolving credit facility (the "Credit Agreement"). The Credit Agreement provides for a two year secured revolving credit facility which, if not extended or repaid after two years, converts amounts then outstanding to a three year term loan with equal quarterly principal payments. The Credit Agreement will provide the Company with greater flexibility in providing the working capital needed to support the anticipated growth of the Company's construction activities. At March 31, 2002, the Company had $35.5 million available to borrow under the Credit Agreement.

During the first three months of 2002, the Company used $11.4 million in cash to fund $8.2 million used by operating activities, primarily for changes in working capital; $3.1 million for investing activities, primarily to acquire construction and other equipment; and to reduce debt by a net amount of $0.1 million.

Working capital increased $11.9 million, from $93.4 million at the end of 2001 to $105.3 million at March 31, 2002. The current ratio increased from 1.30:1.00 to 1.43:1.00 during the same period.

Long-term debt at March 31, 2002 was $15.4 million, an increase of $7.9 million from December 31, 2001. The long-term debt to equity ratio at March 31, 2002 was .18:1.00 compared to .09:1.00 at December 31, 2001.

The increases in working capital and long-term debt at March 31, 2002 reflect the impact of the Company's ability to refinance its existing credit facility in January, 2002 as described above. At December 31, 2001, the Company included $9.8 million in current liabilities related to its existing credit facility. After completion of the refinancing in January, 2002, the Company was able to classify all of the debt outstanding under the Credit Agreement at March 31, 2002 as long-term debt. Total debt at March 31, 2002 decreased by $0.1 million compared to December 31, 2001.

Periodically, the Company receives permanent cash distributions of profit from its construction joint ventures. In addition, the Company has access to temporary cash distributions of available operating funds from certain joint ventures in which it participates. Generally, these joint ventures distribute cash at the end of each quarter to the participants who will then return these funds at the beginning of the next quarter.

In conjunction with the covenants of the Company's prior Credit Agreements, the Company was required to suspend the payment of quarterly dividends on its $21.25 Preferred Stock until certain financial criteria were met. The aggregate amount of dividends in arrears is approximately $13,811,000 at March 31, 2002.

As of December 31, 2000, the financial criteria in the Company's prior Credit Agreement which restricted the payment of dividends were satisfied, thereby making the resumption of dividends possible if the Company believed that its working capital was sufficient to warrant the resumption of payment of the regular dividend or any of the dividends in arrears on the $21.25 Preferred Stock. The Company does not currently have any plans or target date for when this action may occur. This decision is based on the following circumstances:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(Continued)

A strong working capital position provides the Company the option of performing large projects without a joint venture partner or to assume the sponsoring partner position resulting in a larger proportionate interest and a greater share of joint venture profits.
A significant amount of working capital is dedicated to the funding requirements of the Company's construction backlog, including contract receivables and retainages, unapproved change orders and contract claims.
The Company is currently in the process of pursuing a strategy to profitably expand its construction business internally or through acquisition, either of which will likely require additional capital.

The Board of Directors does not believe that it is, or will be, proper or prudent to pay or commit to pay dividends on the $21.25 Preferred Stock for the foreseeable future, and it is not obligated to do so under the terms of the $21.25 Preferred Stock.

Outlook

Continuing Construction Operations - The construction backlog at March 31, 2002 was $1.07 billion, a decrease from the $1.21 billion backlog at December 31, 2001. As a result of the events of September 11, 2001 and a continuation of the economic decline previously in process, several hospitality and gaming projects totaling more than $500 million in Las Vegas and two locations in Florida for which the Company has been selected were, and continue to be, delayed by the owners until economic conditions improve. Based on the high level of pre-construction services currently being performed for clients, management anticipates an encouraging new work award period to resume in the second half of 2002. The Company is also pursuing a strategy to profitably expand its construction business internally or through acquisition. Towards this goal, the Company recently opened a new satellite office near Orlando, Florida, with the objective of pursuing building construction opportunities in the southeastern United States by focusing on niche markets where the Company has a proven history of success.

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 without limitation, statements regarding the Company's or its management's expectations, hopes, beliefs, intentions or strategies regarding the future. These forward-looking statements are based on the Company's current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those anticipated by the Company. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions 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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(Continued)

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. Should one or more of these risks or uncertainties materialize, or should any of the Company's assumptions prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

QUANTITATIVE AND QUALITATIVE DISLOSURES ABOUT MARKET RISK

There has been no material change in the Company's exposure to market risk since December 31, 2001.

Part II. - Other Information

Item 1. - Legal Proceedings

(a) Tutor-Saliba-Perini Joint Venture vs. Los Angeles MTA Matter
During 1995, a joint venture, Tutor-Saliba-Perini ("TSP"), in which Perini Corporation is a
40% minority partner and Tutor-Saliba Corporation of Sylmar, CA is the 60% managing partner, filed
a complaint in the Superior Court of the State of California for the County of Los Angeles against the
Los Angeles County Metropolitan Transportation Authority ("MTA") seeking to recover costs for extra
work required by the MTA in connection with the construction of the Wilshire/Normandie Subway
Station. TSP was seeking additional compensation from the MTA for claims related to the
construction and in February 1999 the MTA countered with civil claims under the California False
Claims Act against TSP, Tutor-Saliba Corporation, Perini Corporation and other parties. Ronald N.
Tutor, the Chairman and CEO of Perini Corporation since March of 2000, is also the CEO and the
sole stockholder of Tutor-Saliba Corporation.

Claims concerning the construction of the Wilshire/Normandie Subway Station were tried
before a Jury in 2001. During trial, the Judge ruled that TSP had failed to comply with the Court's
prior discovery orders and the Judge penalized TSP for its alleged non-compliance by dismissing
TSP's claim and by ruling, without a Jury finding, that TSP was liable to the MTA for damages on the
MTA's counterclaim. The Judge then instructed the Jury that TSP was liable to the MTA and
charged the Jury with the responsibility of determining the amount of the damages based on the
Judge's ruling. The Jury awarded the MTA approximately $29.6 million in damages.

On March 26, 2002, the Judge amended the award, ordering TSP to pay the MTA an additional
$33.4 million in costs and attorney fees, with the aggregate $63.0 million award subject to interest at
an annual rate of 10% from the date of the award.

TSP and the other plaintiffs/defendants in counterclaim have appealed the Judge's discovery
sanction, the subsequent Jury award and the amended award. The ultimate financial impact of the
Judge's ruling and/or the awards is not yet determinable.

(b) San Francisco State University vs. Perini Matter
This is an action originally brought in 1999 by San Francisco State University ("SFSU") against Perini
and several subcontractors in conjunction with the design and construction of a student dormitory.
SFSU alleges that the building suffers from water leakage and structural deficiencies (deficient
earthquake bracing per the California Building Code). SFSU seeks damages in excess of $85
million, including damages for leak repairs and mold abatement, damages for structural repairs,
damages for economic losses, punitive damages and attorneys' fees. Perini has asserted that the
building was properly designed and constructed under the contractually identified building code.

Both Perini and its subcontractors have general liability insurance policies and Perini is an additional
insured on the subcontractors' insurance policies. Management believes that these policies will
cover any damage finding against Perini related to construction defects. Perini does not have errors
and omissions insurance for the building design. To that extent, these policies will not cover a
damage finding, if any, against Perini which is based solely upon design errors and omissions.

Part II. - Other Information (Continued)

Perini is being defended by its insurance carriers under a reservation of rights. Perini has brought a
third party action for comparative indemnity, equitable indemnity, implied contractual indemnity and
declaratory relief against nine of Perini's subcontractors and lower-tier subcontractors.

The action, which was scheduled for trial in April 2002, has been postponed. The trial is now
expected to begin in June 2002. The ultimate financial impact of this case is not yet determinable.

(c) $21.25 Preferred Shareholders Class Action Lawsuit
On May 3, 2001 the Company, including several of its current and former directors ("Defendant
Directors"), was served with a complaint entitled Frederick Doppelt, Arthur I. Caplan and Michael
Miller v. Perini Corporation, et al, Supreme Court of the State of New York, County of New York, Civil
Action No. 602156/01. Each plaintiff is a holder of the Company's $21.25 Convertible Exchangeable
Preferred Stock ("$21.25 Preferred Stock"). One plaintiff, Mr. Doppelt, is a current Director of the
Company and one plaintiff, Mr. Caplan, is a former Director of the Company. Plaintiffs purport to
bring the action individually and on behalf of the entire class of holders of the $21.25 Preferred
Stock.

The Plaintiffs have asserted claims for breach of contract, breach of fiduciary duty, fraud and
negligent misrepresentation. The Plaintiffs principally allege that the Company and its Defendant
Directors improperly authorized the exchange of Series B Preferred Stock for Common Stock without
first paying all accrued dividends on the $21.25 Preferred Stock. More specifically, Plaintiffs allege
that the Company and its Defendant Directors violated the terms of the $21.25 Preferred Stock
when, in March 2000, the Company authorized the exchange of Series B Preferred Stock for
Common Stock. The Plaintiffs further allege that the Company and its Defendant Directors issued a
false and misleading prospectus in 1987 relating to the issuance of the $21.25 Preferred Stock. The
Plaintiffs seek payment of accrued dividends, claiming they are owed approximately $11.7 million as
of May 3, 2001, and other unspecified punitive and exemplary damages.

On May 23, 2001, the Company and the Defendant Directors removed the action from the Supreme
Court of New York to the United States District Court for the Southern District of New York.

On June 26, 2001, the Plaintiffs filed an Amended Complaint whereby the Plaintiffs limited their Class
Action to an action for breach of contract against the Company and an action for breach of fiduciary
duty against the Defendant Directors. The Company and the Defendant Directors moved to dismiss
all of the Plaintiffs' claims.

On March 12, 2002, all claims against the Company and the Defendant Directors were dismissed by
the United States District Court for the Southern District of New York.

In April 2002, the Plaintiffs appealed the dismissal to the United States Court of Appeals for the
Second Circuit.

Item 2. - Changes in Securities and Use of Proceeds

(a) None

(b) None

(d) Not applicable

Part II. - Other Information (Continued)

Item 3. - Defaults Upon Senior Securities

(a) None

(b) In accordance with the covenants 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 was required to suspend the
payment of quarterly dividends on its $21.25 Convertible Exchangeable Preferred Stock ("$21.25
Preferred Stock") until certain financial criteria were met, commencing with the dividend that normally
would have been declared during December 1995 through the dividend that normally would have
been declared during March 2002. As of March 31, 2002, the aggregate amount of dividends in
arrears is approximately $13,811,000, which represents approximately $138.11 per share of $21.25
Preferred Stock or approximately $13.81 per Depositary Share. While these dividends have not
been declared or paid, they have been fully accrued in accordance with the "cumulative" feature of
the $21.25 Preferred Stock.

Item 4. - Submission of Matters to a Vote of Security Holders

(a) None

(b) Not applicable

(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 Securities and Exchange Commission under the Securities Act of 1933 or the
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.

Part II. - Other Information (Continued)

                  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.

                  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.

Part II. - Other Information (Continued)

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
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 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.

10.33 Securities Purchase Agreement by and among Perini Corporation and Tutor-
Saliba Corporation, O&G Industries, Inc. and National Union Fire Insurance
Company of Pittsburgh, PA, dated as of February 5, 2000 - Exhibit 10.1 to Form
8-K filed on February 9, 2000.

10.34 Promissory Note dated as of September 6, 2000 by and among Mt. Wayte
Realty, LLC (a wholly-owned subsidiary of Perini Corporation) and The
Manufacturers Life Insurance Company (U.S.A.) - Exhibit 10.34 to Form 10-Q
filed on November 6, 2000.

Part II. - Other Information (Continued)

                  10.35     Credit Agreement dated January 23, 2002 among Perini Corporation, Fleet
                            National Bank, as Administrative Agent, Fleet National Bank, as Arranger, and the
                            Lenders Party Hereto - Exhibit 10.35 to Form 10-K filed on March 21, 2002.

(b)      Reports on Form 8-K - None

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 10, 2002           /s/ Robert Band 
                             Robert Band, President and Chief Operating Officer



Date: May 10, 2002           /s/ Michael E. Ciskey
                             Michael E. Ciskey, Vice President and Controller

-----END PRIVACY-ENHANCED MESSAGE-----

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Perini Corporation

SIGNATURES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q