-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QZBWy118ZQih1tlZrAio+nzW+zdiZsicEUEZlFcS3lhpiOjnBMV4hzGQjtdJOZyC A3wms3xMLjW9QHAicPnNEw== 0000077543-95-000002.txt : 19950203 0000077543-95-000002.hdr.sgml : 19950203 ACCESSION NUMBER: 0000077543-95-000002 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950202 EFFECTIVENESS DATE: 19950202 SROS: AMEX 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-52967 FILM NUMBER: 95504897 BUSINESS ADDRESS: STREET 1: 73 MT WAYTE AVE CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5086282000 S-8 POS 1 Registration No. 33-52967 ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERINI CORPORATION ------------------------------------------------------ (Exact name of Registrant as specified in its charter) MASSACHUSETTS -------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 04-1717070 ------------------------------------ (I.R.S. Employer Identification No.) 73 MT. WAYTE AVENUE, FRAMINGHAM, MASSACHUSETTS 01701 (508) 628-2000 ------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) PERINI CORPORATION AMENDED AND RESTATED GENERAL INCENTIVE COMPENSATION PLAN PERINI CORPORATION AMENDED AND RESTATED CONSTRUCTION BUSINESS UNIT INCENTIVE COMPENSATION PLAN ---------------------------------------------------- (Full title of the plans) DAVID B. PERINI CHAIRMAN AND PRESIDENT PERINI CORPORATION 73 MT. WAYTE AVENUE, FRAMINGHAM, MASSACHUSETTS 01701 (508) 628-2000 --------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Thomas W. Jackson, Esq. Jacobs Persinger & Parker 77 Water Street, New York, New York 10005 (212) 344-1866 PROSPECTUS PERINI CORPORATION 32,056 shares of Common Stock ($1.00 Par Value) This Prospectus may be used by certain individuals (named under the caption and hereinafter called "Selling Stockholders") of Perini Corporation (the "Company"), in connection with sales by them of shares of Common Stock of the Company (the "Common Stock"), acquired under the Company's Amended and Restated General Incentive Compensation Plan and Amended and Restated Construction Business Unit Incentive Compensation Plan (collectively the "Plans"). See pages 3-4 herein for further information with respect to such Selling Stockholders. The Selling Stockholders have informed the Company that such shares may be sold on the American Stock Exchange, on which the Common Stock is listed, at prices than prevailing on such exchange without the payment of any underwriting commission or discount other than broker's fees paid in connection with usual broker's transactions effected on such exchange, or in other transactions at negotiated prices. The Company will pay the expenses of this Prospectus but will receive no part of the proceeds of any such sales. The last reported sale price of the Common Stock on January 30, 1995 as reported on the American Stock Exchange Consolidated Reporting System was $9-5/8 per share. The Common Stock to which this Prospectus relate have been approved for listing on the American Stock Exchange. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities to which it relates in any state to any person to whom it is unlawful to make such offer or solicitation in such state. No person is authorized to give any information or to make any representation not contained in this Prospectus in connection with the offer described herein, and any information, data or representation not contained herein, if given or made, must not be relied upon as having been authorized by the Company or Selling Stockholders. The date of this Prospectus is February 2, 1995. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information can be inspected and copied at prescribed rates at the following public reference facilities maintained by the Commission: 450 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549; Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade Center, 13th floor, New York, New York 10048. In addition, reports, proxy statements and other information concerning the Company can be inspected at the offices of the American Stock Exchange, Inc., 86 Trinity Place, New York, New York 10006. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents, heretofore filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, are hereby incorporated in this Prospectus by reference: 1. The Company's Annual Report on Form 10-K (File No. 1-6314) for the year ended December 31, 1993, as amended by Form 10-K/A filed August 8, 1994, including the consolidated financial statements and related schedules filed pursuant to Section 13 of the 1934 Act. 2. The Company Quarterly Reports on Form 10-Q for the three months ended March 31, 1994, as amended by Form 10-Q/A filed May 16, 1994, for the three months ended June 30, 1994 and for the three months ended September 30, 1994, as amended by Form 10-Q/A filed January 4, 1995. 3. The Company's Proxy Statement dated April 13, 1994 and Supplement to the Proxy Statement dated April 29, 1994 used in connection the Annual Meeting of Stockholders held on May 19, 1994. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in this Prospectus or in any document incorporated herein by reference shall be deemed modified or superseded for purposes of this Prospectus to the extent that any statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. The Company undertakes to provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any and all of the information which has been incorporated by reference in this Prospectus (other than exhibits to the information which has been incorporated by reference herein unless such exhibits have specifically been incorporated by reference into the information which this Prospectus incorporates). Any such request should be directed to Perini Corporation, 73 Mt. Wayte Avenue, Framingham, Massachusetts 01701; Attention: Robert E. Higgins, Esq., Telephone number (508) 628-2279. THE COMPANY The Company is the issuer of the Common Stock covered by this Prospectus. The Company is a Massachusetts corporation. The address of its principal executive offices is 73 Mt. Wayte Avenue, Framingham, Massachusetts 01701 and its telephone number is (508) 628-2000. SELLING SHAREHOLDER The following table sets forth certain information about the Selling Stockholders, each of whom is an employee of the Company or of a wholly-owned subsidiary of the Company. The shares appearing in the column entitled "Common Stock Offered Hereby" have been issued to the Selling Stockholders under the Plans. The Selling Stockholders may from time to time offer all or part of the foregoing shares in the manner set forth on the cover page of the Prospectus. The Company will pay the expenses of this Prospectus but will receive no sale proceeds. Number of Common Stock Common Shares and Names and Positions with Beneficially Stock Percentage Owned the Company or Affiliates Owned at Offered after Completion within the Past 3 Years January 30, 1995 Hereby of Offering John H. Schwarz 12,517 5,089 7,428* Executive Vice President, Finance and Administration of the Company since August 1994; and Chief Executive Officer of Perini Land and Development Company since April 1992; prior thereto Vice President, Finance and Control of Perini Land and Development Company since prior to January 1992. Richard J. Rizzo 28,188 9,385 18,803* Executive Vice President, Building Construction, of the Company since January 1994; prior thereto, President of the Western U.S. Division of Perini Building Company, Inc. since prior to January 1992. Donald E. Unbekant 39,799 15,641 24,158* Executive Vice President, Civil and Environmental, of the Company since January 1994; prior thereto, President of the Metro New York Division of the Company since prior to January 1992. Bart W. Perini 29,457 1,941 27,516* President and Chief Operating Officer of Perini Land and Development Company and Director of the Company since prior to January 1992. ________________________ *Less than one percent DESCRIPTION OF CAPITAL STOCK The Restated Articles of Organization, as amended, of the Company (the "Restated Articles") authorize the issuance of 15,000,000 shares of Common Stock, par value $1.00 per share and 1,000,000 shares of preferred stock, par value $1.00 per share. At the close of business on January 30, 1995, there were 100,000 shares of $21.25 Convertible Exchangeable Preferred Stock outstanding (the "$21.25 Preferred"), 4,515,610 shares of Common Stock outstanding, 662,252 shares of Common Stock reserved for issuance upon conversion of the $21.25 Preferred, 60,525 shares of Common Stock reserved for payment of the 1993 Incentive Compensation Awards and 481,610 shares of Common Stock reserved for issuance upon exercise of outstanding employee stock options. Subject to the rights of the holders of preferred stock then outstanding, holders of Common Stock are entitled to one vote per share on matters to be voted on by stockholders and are entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors of the Company in its discretion out of funds legally available therefor. Upon any liquidation or dissolution of the Company, the holders of Common Stock are entitled to receive pro rata all assets remaining available for distribution to stockholders after payment of all liabilities and provision for the liquidation of any shares of preferred stock at the time outstanding. The Common Stock has no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such stock. The payment of dividends on the Common Stock is subject to the prior payment of dividends on the outstanding preferred stock. Further, the Company's credit agreement, as well as certain other agreements, provide for, among other things, maintaining specified working capital and tangible net worth levels and limitations on indebtedness, all of which could impact the ability of the Company to pay dividends. In addition to the above, payment of dividends on Common Stock will be at the discretion of the Board of Directors. The foregoing summary of the Common Stock does not purport to be complete and is subject to and qualified in its entirety by the Restated Articles and the laws of the Commonwealth of Massachusetts. Additionally, the Company's authorized but unissued preferred stock may be issued from time to time in one or more series, without stockholders' approval. Thus, the Board of Directors, without stockholder approval, could authorize the issuance of additional preferred stock with voting, conversion and other rights that could adversely affect the voting power and other rights of holders of Common Stock or that could make it more difficult for another company to effect certain business combinations with the Company. The Company has adopted a Shareholder Rights Plan pursuant to which it issued one Preferred Stock Purchase Right (each, a "Right") for each outstanding share of Common Stock. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a "Unit") of Series A Junior Participating Cumulative Preferred Stock, par value $1.00 per share (the "Preferred Stock"), at a cash Exercise Price of $100 per Unit, subject to adjustment. As set forth below, the Shareholder Rights Plan may have the effect of delaying, deferring or preventing a change in control of the Company. State Street Bank and Trust Company is the agent for the Rights. Currently, the Rights are not exercisable and are attached to all outstanding shares of Common Stock and will be attached to the shares of Common Stock being offered hereby. No separate Right Certificates will be distributed until the Distribution Date. The "Distribution Date" will occur (and the Rights will separate from the Common Stock) upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (other than the Company and certain of its affiliates and other exempted persons) (an "Acquiring Person") has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock (the date of said announcement being referred to as the "Stock Acquisition Date"), or (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person, or (iii) the declaration by the Board of Directors that any person is an "Adverse Person". Until the Distribution Date (or earlier redemption or expiration of the Rights), (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with such Common Stock certificates, (ii) new Common Stock certificates, including certificates evidencing the shares, will contain a notation incorporating the Shareholder Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on September 23, 1998, unless previously redeemed by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Stock Acquisition Date occurs or the Board of Directors determines that a person is an Adverse Person, proper provision will be made so that after the Distribution Date each holder of a Right will thereafter have the right to receive upon exercise that number of Units of Preferred Stock of the Company having a market value of two times the exercise price of the Right (such right being referred to as the "Subscription Right"). In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of the Company's assets or earning power is sold, after the Distribution Date each holder of a Right shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the exercise price of the Right (such right being referred to as the "Merger Right"). The holder of a Right will continue to have the Merger Right whether or not such holder has exercised the Subscription Right. Rights that are or were beneficially owned by an Acquiring Person or an Adverse Person may (under certain circumstances specified in the Shareholder Rights Agreement) become null and void. At any time after a Stock Acquisition Date occurs or the Board of Directors determines that a person is an Adverse Person, the Board of Directors may, at its option, exchange all or any part of the then outstanding and exercisable Rights for shares of Common Stock or Units of Preferred Stock at an exchange ratio of one share of Common stock or one Unit of Preferred Stock per Right. The Exercise Price payable, and the number of units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. With certain exceptions, no adjustment in the Exercise Price will be required until cumulative adjustments amount to at least 1% of the Exercise Price. Any of the provisions of the Shareholder Rights Agreement may be amended by the Board of Directors of the Company at any time prior to the Distribution Date. From and after the Distribution Date, the Board of Directors of the Company may subject to certain limitations specified in the Rights Agreement, amend the Rights Agreement to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period under the Rights Agreement, or to make other changes that do not adversely affect the interests of the Rights holders (excluding the interests of Acquiring Persons, Adverse Persons or their Affiliates or Associates). The Rights may be redeemed in whole, but not in part, at a price of $0.02 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors) by the Board of Directors at any time prior to the date on which a person is declared to be an Adverse Person, the tenth day after the Stock Acquisition Date or the occurrence of an event giving rise to the Merger Right. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price. Until a Right is exercised, the holder will have no rights as a stockholder of the Company (beyond those as an existing stockholder), including the right to vote or to receive dividends. While the distribution of the Rights in 1988 was not taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Preferred Stock (or other consideration) of the Company or for common stock of an acquiring company as set forth above. EXPERTS The consolidated financial statements for the year ended December 31, 1993, incorporated by reference in this Prospectus and in the Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, to the extent and for the periods indicated in their report thereon and have been so included in reliance upon the report of said firm given upon their authority as experts in accounting and auditing. REGISTRATION STATEMENT The Company has filed with the Securities and Exchange Commission, Washington, D.C., a registration statement (herein called the "Registration Statement") under the Securities Act of 1933, for the registration of the Common Stock being offered hereby. This Prospectus omits certain of the information contained in the Registration Statement, and reference is hereby made to the Registration Statement and exhibits relating thereto for further information with respect to the Company, the Plans and the Common Stock to which this Prospectus relates. Statements herein contained concerning the provisions of any document are not necessarily complete, and in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement. Each such statement is qualified in its entirety by such reference. Items of information omitted from this Prospectus, but contained in the Registration Statement, may be obtained from the Securities and Exchange Commission upon payment of the fee prescribed by the Rules and Regulations of the Commission. INDEMNIFICATION FOR SECURITIES ACT LIABILITIES The Business Corporation Law of the Commonwealth of Massachusetts, the Restated Articles and the By-laws of the Company provide for indemnification of officers and directors of the Company in connection with legal actions against them in certain circumstances. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Perini Corporation, certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Framingham, Massachusetts, on the 2nd day of February, 1995. PERINI CORPORATION By: /s/ David B. Perini ----------------------------- DAVID B. PERINI Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date Chairman, President, Chief Executive Officer and Director /s/ David B. Perini (Principal Executive Officer) ------------------------ February 2, 1995 DAVID B. PERINI Executive Vice President - Finance and Administration /s/ John H. Schwarz (Principal Financial Officer) ------------------------ February 2, 1995 JOHN H. SCHWARZ Vice President and Controller /s/ Barry R. Blake (Principal Accounting Officer) ------------------------ February 2, 1995 BARRY R. BLAKE Richard J. Boushka* Director February 2, 1995 ------------------------ RICHARD J. BOUSHKA Marshall M. Criser* Director February 2, 1995 ------------------------ MARSHALL M. CRISER Thomas E. Dailey* Director February 2, 1995 ------------------------ THOMAS E. DAILEY Albert A. Dorman* Director February 2, 1995 ------------------------ ALBERT A. DORMAN Arthur J. Fox, Jr.* Director February 2, 1995 ------------------------ ARTHUR J. FOX, JR. Nancy Hawthorne* Director February 2, 1995 ------------------------ NANCY HAWTHORNE Marshall A. Jacobs* Director February 2, 1995 ------------------------ MARSHALL A. JACOBS Robert M. Jenney* Director February 2, 1995 ------------------------ ROBERT M. JENNEY John J. McHale* Director February 2, 1995 ------------------------ JOHN J. McHALE Jane E. Newman* Director February 2, 1995 ------------------------ JANE E. NEWMAN Bart W. Perini* Director February 2, 1995 ------------------------ BART W. PERINI Joseph R. Perini* Director February 2, 1995 ------------------------ JOSEPH R. PERINI * By: /s/ David B. Perini -------------------------- DAVID B. PERINI, attorney-in-fact INDEX TO EXHIBITS Exhibit No. Description 4(a). 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 (incorporated by reference to Exhibit 4(a) to Registrant's Amendment No. 1 to Form S-2 Registration Statement (No. 33- 14434)). 4(b). Form of Deposit Agreement, including form of Depositary Receipt (incorporated by reference to Exhibit 4(b) to Registrant's Amendment No. 1 to Form S-2 Registration Statement (No. 33- 14434)). 4(c). Form of Indenture with respect to the 8-1/2% Convertible Subordinated Debentures Due June 15, 2012, including form of Debenture (incorporated by reference to Exhibit 4(c) to Registrant's Amendment No. 1 to Form S-2 Registration Statement (No. 33-14434)). 4(d). Shareholder Rights Agreement and Certificate of Vote of Directors adopting a Shareholders Rights Plan providing for the issuance of a Series A Junior Participating Cumulative Preferred Stock purchase rights as a dividend to all shareholders of record on October 6, 1988 (incorporated by reference to exhibit to Registrant's Current Report on Form 8-K (Date of earliest reportable event: December 26, 1988)), as amended on May 17, 1990 (incorporated by reference to exhibit to Registrant's Current Report on Form 8-K (Date of earliest reportable event: May 17, 1990)). 23. Consent of Arthur Andersen LLP, Independent Public Accountants. 24. Power of Attorney* __________________________________ * Previously filed. Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 11, 1994 incorporated by reference in Perini Corporation's Form 10-K for the year ended December 31, 1993 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ___________________________ ARTHUR ANDERSEN LLP Boston, Massachusetts, February 2, 1995 -----END PRIVACY-ENHANCED MESSAGE-----