-----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, k1OR2m5Rdn8EGs8y8B1HegIuWI+VYyRFVzXPF0lNDQ/sTwQSibcjtU9vbwmRrn3m GILQqq6jrEyZrWczLCrryA== 0000077543-95-000005.txt : 19950414 0000077543-95-000005.hdr.sgml : 19950414 ACCESSION NUMBER: 0000077543-95-000005 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950412 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: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06314 FILM NUMBER: 95528390 BUSINESS ADDRESS: STREET 1: 73 MT WAYTE AVE CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5086282000 DEF 14A 1 PERINI CORPORATION 73 Mt. Wayte Avenue Framingham, Massachusetts 01701 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 18, 1995 TO THE STOCKHOLDERS OF PERINI CORPORATION: NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of PERINI CORPORATION will be held at State Street Bank and Trust Company, The Board Room, 33rd Floor, 225 Franklin Street, Boston, Massachusetts, on Thursday, May 18, 1995, at 10:00 a.m., for the following purposes: A. To elect three Class II Directors, to hold office for a three- year term, expiring in 1998 and until their successors are chosen and qualified; B. To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof. The Board of Directors has fixed the close of business on March 28, 1995, as the record date for the determination of the stockholders entitled to vote at the meeting. Stockholders who do not expect to attend in person and who wish their stock to be voted are urged to fill in, sign, date and return the accompanying form of proxy in the enclosed envelope, to which no postage need be affixed if mailed in the United States. By order of the Board of Directors, Richard E. Burnham Secretary April 12, 1995 The Annual Report of the Company, including financial statements for the year 1994, is being sent to stockholders concurrently with this Notice. PERINI CORPORATION 73 Mt. Wayte Avenue Framingham, Massachusetts 01701 PROXY STATEMENT ANNUAL MEETING OF THE STOCKHOLDERS OF PERINI CORPORATION This statement is furnished in connection with the solicitation of proxies by the Board of Directors of PERINI CORPORATION (hereinafter called the "Company") to be used at the annual meeting of the stockholders of the Company to be held at State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts, on Thursday, May 18, 1995, at 10:00 a.m., and at any adjournment or adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. If the accompanying form of proxy is executed and returned, it may nevertheless be revoked at any time insofar as it has not been exercised either by notice to the Secretary of the Company, the subsequent execution of another Proxy, or by voting in person at the meeting. It is anticipated that the Proxy Statement and the enclosed Proxy will be mailed to the stockholders of record on or about April 12, 1995. As of March 28, 1995, the Company had outstanding 4,515,610 shares of common stock. Each share is entitled to one vote. Holders of the Company's $2.125 Depositary Convertible Exchangeable Preferred Shares (which represents 1/10 share of $21.25 Convertible Exchangeable Preferred Stock) are not entitled to notice of or to vote on any matters scheduled to come before the meeting. The Board of Directors has fixed the close of business on March 28, 1995, as the record date for the determination of the stockholders entitled to vote at the meeting. Stockholder Proposals for 1996 Annual Meeting Any proposal of a stockholder intended to be presented at the Company's 1996 Annual Meeting of Stockholders must be received by the Company for inclusion in the proxy statement and form of proxy for that meeting no later than December 14, 1995. In addition, stockholder proposals and director nominations must comply with the requirements of the Company's By-Laws. A. ELECTION OF DIRECTORS In accordance with the Company's By-Laws and Massachusetts law, the Board of Directors is divided into three approximately equal classes, with each Director serving for a term of three years. As a consequence, the term of only one class of directors expires each year, and their successors are elected for terms of three years. The Board of Directors is presently comprised of 11 members as follows: Class I: Marshall M. Criser, Thomas E. Dailey, Arthur J. Fox, Jr., and Nancy Hawthorne were the four nominees elected as Directors at the 1994 Annual Meeting to serve until the 1997 Annual Meeting of Stockholders and until their successors are chosen and qualified. Class II: Richard J. Boushka, Jane E. Newman and Bart W. Perini are the three nominees for election as Directors at this Annual Meeting to serve until the 1998 Annual Meeting of Stockholders and until their successors are chosen and qualified. Class III: Albert A. Dorman, John J. McHale, David B. Perini and Joseph R. Perini were the four nominees elected as Directors at the 1993 Annual Meeting to serve until the 1996 Annual Meeting of Stockholders and until their successors are chosen and qualified. Unless otherwise noted thereon, proxies solicited hereby will be voted for the election of Messrs. Boushka, Perini and Ms. Newman as Directors to hold office until the 1998 Annual Meeting of Stockholders and until their successors are chosen and qualified. The Board of Directors does not contemplate that any nominee will be unable to serve as a Director for any reason, but, if that should occur prior to the meeting, the proxy holders will select another person in his or her place and stead. Information regarding these nominees for election as Directors, as well as each Director whose term is not scheduled to expire until the 1996 and 1997 Annual Meeting of Stockholders, is set forth below. Ownership of Common Stock by Directors and Officers The following table sets forth certain information concerning beneficial ownership as of March 3, 1995 of the Common Stock of the Company by each Director and named Executive Officer of the Company, and by all Directors and Executive Officers of the Company as a group. Also, included in the table with respect to each Director is principal occupation or employment during the past five years, age and the period served as a Director of the Company. Number of Shares of Common Stock of the Company Beneficially Owned On March 3, 1995(1)(2) Sole Served Voting Name and as a and Principal Occupation Director Investment Percentage For The Past Five Years Age Since Power Shared Aggregate of Class David B. Perini(3)(6) 57 1970 117,337(7) 265,043(8) 382,380 8.47% Chairman, President and Chief Executive Officer Joseph R. Perini(4) 64 1961 66,070(9) 0 66,070 1.46 Formerly Vice Chairman & Senior Vice President John J. McHale(3)(5) 72 1962 2,549(10) 0 2,549 * Formerly Deputy Chairman, Montreal Baseball Club Ltd. Richard J. Boushka(5)(6) 60 1975 3,349(10) 0 3,349 * Principal, Boushka Properties, a private investment firm Bart W. Perini(3) 55 1971 to 14,760(11) 205,449(12) 220,209 4.88 President and Chief 1976 & Operating Officer of Since Perini Land and 1979 Development Company Marshall M. Criser(4)(5) 66 1985 2,549(10) 0 2,549 * Chairman, Law Firm of Mahoney Adams and Criser; President Emeritus, University of Florida Thomas E. Dailey(3)(6) 62 1986 4,500(13) 0 4,500 * Formerly Executive Vice President, Construction Arthur J. Fox, Jr.(5)(6) 71 1989 2,712(14) 0 2,712 * Managing Director, Construction Industry Presidents Forum; Editor Emeritus, Engineering News-Record Jane E. Newman(3)(4) 49 1992 1,728(15) 0 1,728 * President, Coastal Broadcasting Corp., formerly Assistant to the President of the U.S. (1989-1991) Albert A. Dorman(4)(5) 68 1993 1,651(16) 0 1,651 * Founding Chairman AECOM Technology Corporation Nancy Hawthorne(4)(6) 43 1993 1,344(17) 0 1,344 * Senior Vice President & Chief Financial Officer Continental Cablevision Richard J. Rizzo 51 - 27,421(18) 0 27,421 * Executive Vice President, Building Construction John H. Schwarz 56 - 15,170(19) 0 15,170 * Executive Vice President, Finance & Administration Donald E. Unbekant 63 - 24,372(20) 0 24,372 * Executive Vice President, Civil & Environmental Construction James M. Markert 61 16,300(21) 0 16,300 * Formerly Senior Vice President, Finance & Administration All directors and executive 301,812 265,043(22) 566,855 12.55% officers as a group (15 persons) *Less than one percent
(1) Beneficial ownership is the direct or indirect ownership of Common Stock of the Company including the right to control the vote or investment of or acquire such Common Stock (for example, through the conversion of shares of the Company's $2.125 Depositary Convertible Exchangeable Preferred Shares, exercise of options or various trust arrangements) within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934. The shares owned by each person or by the group, and the shares included in the total number of shares outstanding have been adjusted in accordance with said Rule 13d-3. The aggregate percentage owned has been determined by dividing the aggregate total of shares owned by each person, or by the group, by the number of shares of Common Stock of the Company outstanding on March 3, 1995. (2) The table does not include an aggregate of 14,498 shares allocated to directors and named executive officers under the terms of the Perini Corporation Employee Stock Ownership Plan. (3) Member of the Executive Committee. (4) Member of the Audit Committee. (5) Member of the Compensation Committee. (6) Member of the Nominating Committee. (7) Includes 12,942 shares in his children's names for which he has Power of Attorney giving him voting power. Includes 47,300 shares for which Mr. Perini holds options. Includes 596 shares of Common Stock resulting from the assumed conversion of 900 shares of Convertible Preferred Stock (.662) shares of Common Stock for each share of Preferred Stock). (8) David B. Perini disclaims beneficial ownership in all but 56,499 of such 265,043 shares. Includes 205,449 shares, as to which Mr. Perini disclaims beneficial interest, held by The Perini Memorial Foundation, Inc., a Massachusetts charitable corporation ("The Perini Foundation"), of which David B. Perini is an officer and director. The wife of Mr. Perini owns 3,029 of such shares in her name, as to all of which shares Mr. Perini disclaims beneficial ownership. Includes 56,499 shares, held in a testamentary trust established under the will of Louis R. Perini Sr. David B. Perini is one of four trustees of such trust and is one of the beneficiaries of this trust. Includes 66 shares of Common Stock resulting from the assumed conversion of 100 shares of Convertible Preferred Stock (.662 shares of Common Stock for each share of Preferred Stock). (9) Includes 2,648 shares of Common Stock resulting from the assumed conversion of 4,000 shares of Convertible Preferred Stock (.662 shares of Common Stock for each share of Preferred Stock). (10) Includes 1,148 shares awarded on May 19, 1994, 366 shares awarded on May 19, 1988 and 835 shares awarded on May 16, 1991 pursuant to the 1988 Perini Corporation Restricted Stock Plan for Outside Directors. See "Directors Compensation" on page 16. (11) Includes 9,100 shares for which Mr. Perini holds options. (12) Includes 205,449 shares, as to which Mr. Perini disclaims any beneficial interest, held by The Perini Foundation, of which Bart W. Perini is an officer and director. (13) Includes 4,500 shares for which Mr. Dailey holds options. (14) Includes 1,148 shares awarded on May 19, 1994, 214 shares awarded on March 21, 1989 and 835 shares awarded on May 16, 1991 pursuant to the 1988 Perini Corporation Restricted Stock Plan for Outside Directors. See "Directors Compensation" on page 16. (15) Includes 1,148 shares awarded on May 19, 1994 and 580 shares awarded on September 10, 1992 pursuant to the 1988 Perini Corporation Restricted Stock Plan for Outside Directors. See "Directors Compensation" on page 16. (16) Includes 1,148 shares awarded on May 19, 1994, and 303 shares awarded on March 10, 1993 pursuant to the 1988 Perini Corporation Restricted Stock Plan for Outside Directors. See "Directors Compensation" on page 16. (17) Includes 1,148 shares awarded on May 19, 1994 and 196 shares awarded December 7, 1993 pursuant to the 1988 Perini Corporation Restricted Stock Plan for Outside Directors. See "Directors Compensation" on page 16. (18) Includes 10,600 shares for which Mr. Rizzo holds options. (19) Includes 9,800 shares for which Mr. Schwarz holds options. (20) Includes 10,200 shares for which Mr. Unbekant holds options. (21) Includes 16,300 shares for which Mr. Markert holds options. (22) The number of shares beneficially owned by all nominees for Director and corporate officers as a group (see Note 1 above) has been adjusted to eliminate the duplicate inclusion of 205,449 shares owned by The Perini Foundation. David B. Perini, Joseph R. Perini and Bart W. Perini are first cousins. The Board of Directors met ten times during 1994. The Board of Directors has a Compensation Committee, the duties of which are summarized in "The Compensation Committee Report" on pages 8 to 10 herein. The Committee held three meetings during 1994. The Board also has an Audit Committee, the duties of which are to oversee the audit function of the Company's independent certified public accountants, to review periodically significant financial information relating to the Company and to act as a communication link between the Board of Directors and such certified public accountants. The Audit Committee met three times during 1994. The Board of Directors has a Nominating Committee which met once during 1994. This Committee does not accept nominations from shareholders. The Board of Directors has an Executive Committee. This Committee met once during 1994. The members of each such committee are identified in the above table. During 1994 all of the directors of the Company attended at least 75% of the meetings of the Board of Directors and its committees of which they are members, except for Mr. Joseph R. Perini who attended approximately 57% of such meetings. Except as set forth below, none of the Directors is a director of any company which is subject to the reporting requirements of the Securities Exchange Act of 1934 or which is a registered investment company under the Investment Company Act of 1940. Name of Director Director of Richard J. Boushka . . . . . . . . . . Tremont Corporation Marshall M. Criser . . . . . . . . . . Barnett Banks, Inc. Bell South Corporation FPL Group, Inc. Nancy Hawthorne . . . . . . . . . . . . New England Zenith Fund Jane E. Newman. . . . . . . . . . . . . NYNEX Telecommunications Consumers Water Company Public Service Co. of N.H. David B. Perini . . . . . . . . . . . State Street Boston Corp. Joseph R. Perini . . . . . . . . . . . First Financial Trust, N.A. Certain Other Beneficial Holders The following table sets forth certain information concerning beneficial ownership as of March 3, 1995 of the Common Stock of the Company by certain other holders of in excess of 5% of the Common Stock of the Company. According to the information available to the Board of Directors no person owns of record or beneficially more than 5% of the outstanding Common Stock of the Company except as set forth below and except for David B. Perini as set forth in the table relating to "Election of Directors" on pages 3 and 4. Number of Shares of Common Stock of the Company Beneficially Owned On March 3, 1995(1) Sole Voting and Investing Percentage Name Address Power Shared Aggregate of Class Perini Corporation 73 Mt. Wayte Avenue 209,365 330,204(3) 539,569 11.95% Employee Stock Framingham, MA 01701 Ownership Trust ("ESOT")(2) Quest Advisory Corp. 1414 Avenue of the 338,600(4) 338,600 7.50% Americas New York, NY 10019 Tutor-Saliba Corp. c/o Ronald N. Tutor 316,318(5) 0 316,318 7.00% 15901 Olden Street Sylmar, CA 91342 TCW Group, Inc. 865 So. Figueroa St. 249,400(6) 0 249,400 5.52% Los Angeles, CA 90017 _____________
(1) See footnote (1) on page 5. (2) Robert E. Higgins, Kenneth A. Isaacs and John E. Chiaverini are Trustees of the Perini Corporation ESOT and are members of the Committee empowered to administer the Perini Corporation Employee Stock Ownership Plan ("ESOP") under the terms thereof. (3) These shares held by the Trust have been allocated to the accounts of participants in the Perini Corporation Employee Stock Ownership Plan. (4) Based on information contained in Schedule 13G of Quest Advisory Corp. (a New York Corporation) and Quest Management Company (a Connecticut General Partnership) dated February 10, 1995. (5) Based on information contained in Schedule 13D of Tutor-Saliba Corporation dated March 9, 1995. In addition, a Schedule 13D was filed on March 9, 1995 by Ronald N. Tutor reporting his ownership of 5,300 shares or .1%. (6) Based on information contained in Schedule 13G of the TCW Group, Inc. dated January 30, 1995. THE COMPENSATION COMMITTEE REPORT The Compensation Committee of the Company consists of five Directors, none of whom is an employee or an officer of the Company. The principal powers and duties of the Compensation Committee as established by the Board of Directors are: 1. To recommend to the Board of Directors for its approval the base salary of the Chief Executive Officer ("CEO") and to review and approve the salary recommendations of the CEO with respect to other members of top management; 2. To recommend to the Board of Directors annual profit and other targets for the Company for the purpose of determining incentive compensation awards under the provisions of the Amended and Restated General Incentive Compensation Plan, for those included in the Company pool; and 3. To administer the Amended and Restated General and Construction Business Unit Incentive Compensation Plans; such administration shall include the power to (i) approve Participants' participation in the Plans, (ii) establish performance goals, (iii) determine if and when any bonuses shall be paid, (iv) pay out any bonuses, in cash or stock or a combination thereof, as the Committee shall determine from year to year, (v) construe and interpret the Plans, and establish rules and regulations and perform all other acts it believes reasonable and proper. 4. To review the Executive Compensation programs and policies and to employ outside expert assistance, if required, to analyze Company compensation practices to assure that they are consistent with corporate goals and objectives. Compensation Policy The Compensation Committee strives to maintain corporate base salaries and the total compensation package appropriate to attract and retain highly qualified executives. This results in base salaries that generally are at the median range of those of other construction companies but allow executives to substantially exceed the median compensation levels when incentive compensation is earned. While recognizing that it may be difficult to find other companies with the same mix of business as the Company, the Committee, nevertheless, believes that a comparison with other construction companies is appropriate because the most substantial portion of the business of the Company is in the construction area. The construction companies used for comparison for compensation purposes include but are not limited to the same companies which make up the construction peer group shown in the Performance Graph set forth in this proxy statement. The compensation program for executive officers is composed of three elements: base salaries, annual incentive bonuses and long term incentive stock awards under the Company's Mission 2000 program. These elements of compensation are designed to provide incentives to achieve both short-term and long-term objectives and to reward exceptional performance. Salaries and annual incentive compensation bonuses result in immediate payout for performance and are largely tied to the profit and/or cash flow results of the specific business unit or group of units over which the individual has a direct influence. The value of the incentive stock awards under the Mission 2000 plan depend upon longer term results. Executive Salary Increases in 1994 In December of 1994, the Compensation Committee reviewed the recommendation of the CEO with respect to base salaries of 25 senior officers and following a detailed discussion, approved raises of 3% per annum of such salaries. This represented the first increase for many of these officers since May 1993, as the Company had instituted a deferral of its annual review cycle from May to December. In considering salary increases the Committee relied upon subjective assessments of the individual contributions senior officers made to the performance of the Company. Also, As part of the process of reviewing recommendations of senior officer base salaries, the Committee had the benefit of the advice of its outside compensation consultant. Section 162(m) of the Internal Revenue Code, enacted in 1993, generally disallows a tax deduction to public companies for compensation over $1,000,000 paid to the Company's Chief Executive Officer and four other most highly compensated executive officers. The Compensation Committee has not established any policy regarding annual compensation to such executive officers in excess of $1,000,000. However, to date, no officer of the company has received compensation in excess of $1,000,000 for any annual period. Compensation of the Chief Executive in 1994 In December of 1994, the Committee recommended to the Board of Directors, which approved the recommendation, that the base salary of the CEO be increased by $12,000 per annum from $400,000 to $412,000 (an increase of 3% consistent with what was recommended for other officers). At the meeting, the Committee noted that the CEO, because of the structure of the Incentive Compensation Plan of the Company, would not receive an incentive compensation payment for 1994. Incentive compensation awards authorized by the Committee in 1995 on account of 1994 operations will provide for other executives, based on the profitability or cash flow achievements of specific business units, to receive amounts of incentive compensation despite the fact that the formula used for the CEO provided for no payment. Similar to its review of other senior management, the Committee in increasing the CEO's salary relied on subjective assessments of the CEO's contributions to the performance of the Company. The Incentive Compensation Plan of the Company The Incentive Compensation Plan is an integral part of the total compensation package of the CEO, the approximately 25 executives whose salaries are reviewed by the Compensation Committee, and at least 80 other employees of the Company. Eligibility and designated levels of participation are determined by the CEO subject to Compensation Committee approval. Eligibility to participate under the Plan is limited to individuals who are executives, managers and key employees of the Company and its wholly-owned subsidiaries, whose duties and responsibilities provide them the opportunity to (i) make a material and significant impact to the financial performance of the Company; (ii) have major responsibility in the control of the corporate assets; and (iii) provide critical staff support necessary to enhance operating profitability. Participants can achieve incentive compensation awards ranging from zero to as much as 100% of base salary depending basically on the performance of the participant's business unit compared to targets established by the Compensation Committee and each participant's level of participation, which is reviewed by the Compensation Committee. The mechanisms of the Plan are expressed in terms of level of participation, points deriving therefrom calculated on base salary, and achievements, principally in the financial area, of goals such as net income, cash flow, and pre-tax construction profits on a unit by unit basis. The members of the executive management group, which currently includes the CEO and three other executives, earn incentive compensation solely with reference to the above goals on either a total company basis, or, divided between a total company basis and a specific operating group. No sums attributed to a participant in the Incentive Compensation Plan become vested until the Compensation Committee approves the payment, usually in March of each year. At the discretion of the Committee, payment can be made in cash, stock or a combination of cash and stock. In 1995, the Committee has authorized the payment of $2,774,000 of Incentive Compensation payments for 1994 operations, to 61 participants, excluding participants in the real estate group. In 1992, the Committee determined to abolish the concept of accruing Incentive Compensation for Participants in excess of the maximum annual amounts which could be paid. At December 31, 1994, $1,898,000 of accrued Incentive Compensation carryforward from years prior to 1992 remained committed but unpaid, of which $806,000 may be paid in December 1995, dependent on Committee approval. Payment of incentive compensation awards in 1995 will be paid 41% in cash and 59% in common stock (valued at the average fair market value over the five business days preceding one business day prior to payment). The Incentive Compensation Plan for the real estate group is based on cash flow of the unit. The real estate group has been downsized and one of its primary goals is to achieve cash flow so that debt may be serviced or extinguished. In 1995, 9 employees in the real estate group will receive $570,000 on account of 1994 operations. Of the 21 cash flow goals established for 1994 which consisted of net cash received from specified sales of assets and refinancing of debt, 13 were accomplished and 8 were not. At December 31, 1994, $37,000 of accrued incentive compensation carryforward from years prior to 1992 remained committed but unpaid. If approved by the Committee, the final payment of such balance will be paid in December 1995. Payment of incentive compensation awards in 1995 will be paid 41% in cash and 59% in common stock (valued at the average fair market value over the five business days preceding one business day prior to payment). COMPENSATION COMMITTEE John J. McHale, Chairman Richard J. Boushka Marshall M. Criser Albert A. Dorman Arthur J. Fox, Jr. EXECUTIVE COMPENSATION AND OTHER INFORMATION Summary of Cash and Certain Other Compensation The following table shows, for the years ended December 31, 1994, 1993 and 1992, the cash compensation paid by the Company and its subsidiaries, as well as certain other compensation paid or accrued for those years, to the Chief Executive Officer and each of the four other most highly compensated Executive Officers of the Company whose salary and bonus exceeded $100,000 (the "Named Executive Officers") in all capacities in which they served. SUMMARY COMPENSATION TABLE Long-Term Compensation Annual Compensation Awards Payouts Number of Securities Long-Term Underlying Performance Name and Options Units - All Other Principal Position Year Salary Bonus Other Granted Payout Compensation (1) (2) (3) David B. Perini 1994 $400,700 $ - $ - - $ - $1,900 Chairman, President and 1993 393,100 - - - - 5,800 Chief Executive Officer 1992 376,700 226,000 - 20,000 139,000 6,700 James M. Markert (4) 1994 140,700 - - - - 1,300 Formerly Senior Vice 1993 232,100 - - - - 3,400 President, Finance and 1992 224,400 112,000 - 12,000 55,700 4,600 Administration Richard J. Rizzo (5) 1994 260,400 166,800 - 10,000 - 1,900 Executive Vice 1993 - - - - - - President, Building 1992 - - - - - - Construction John H. Schwarz (6) 1994 216,500 151,100 - - - 1,700 Executive Vice 1993 180,200 83,500 - - - 2,600 President, Finance & 1992 158,200 79,000 - 12,000 - 2,900 Administration and Chief Executive Officer, Perini Land & Development Co. Donald E. Unbekant 1994 260,400 237,200 - 10,000 - 1,900 (2),(5) 1993 - - - - - - Executive Vice 1992 - - - - - - President, Civil & Environmental Construction _____________________
(1) Of the total bonus (or incentive compensation) reported for each of the Named Executive Officers, a portion has been paid in shares of the Company's Common Stock as follows: 59% of the 1994 and 1993 amounts, and 50% of the 1992 amount. The remaining amounts were paid in cash. Mr. Schwarz's bonus includes $37,000 and Mr. Unbekant's bonus includes $107,000 of accrued bonus carryforward from prior years that may be paid on December, 1995. (2) Other annual compensation does not include a dollar amount which the Company is unable to quantify, but which is estimated at not more than the lesser of $50,000 or 10% of the compensation reported for each executive officer, resulting from executive perquisites which may be of personal benefit to such individuals. (3) All other compensation represents estimated annual Company 401(k) and ESOP retirement contributions and, in 1994, consists of the following amounts, respectively, for each of the Named Executive Officers; Mr. Perini ($200 and $1,700), Mr. Markert ($100 and $1,200), Mr. Rizzo ($200 and $1,700), Mr. Schwarz ($200 and $1,500), and Mr. Unbekant ($200 and $1,700). (4) Mr. Markert ceased employment with the Company effective July 31, 1994. In connection therewith, the Company entered into a separate agreement with Mr. Markert whereby the Company will make payments to Mr. Markert totaling approximately $20,000 per month for twelve months. This agreement defines a certain amount of consulting services which Mr. Markert may be called upon to provide. (5) Messrs. Rizzo and Unbekant became Executive Officers effective January 1, 1994, therefore no compensation data is included for 1993 and 1992. (6) Mr. Schwarz became an Executive Officer on April 22, 1992. Compensation amounts include compensation for the fiscal year 1992 earned prior to Mr. Schwarz becoming an executive officer. Stock Options The following table contains information concerning the grant of stock options made during the year ended December 31, 1994 under the Company's 1992 Stock Option Plan to Named Executive Officers: Option Grants in the Last Fiscal Year (1) Individual Grants % of Total Options Granted To Grant Date Options Employees In Exercise Expiration Present Name Granted Fiscal Year Price Date Value (2) (3) (4) David B. Perini - - % $ - - $ - James M. Markert - - - - - Richard J. Rizzo 10,000 50 13.00 3/21/2002 86,700 John H. Schwarz - - - - - Donald E. Unbekant 10,000 50 13.00 3/21/2002 86,700
(1) No SARS were granted to any of the Named Executive Officers during the last fiscal year. (2) Options granted in 1994 become exercisable in two equal annual installments on the second and third anniversary of the date of grant. (3) The exercise price and tax withholding obligations related to exercise may be paid by delivery of already owned shares or by offset of the underlying shares, subject to certain conditions. (4) Present value was calculated using the Black-Scholes option pricing model which involves an extrapolation to future price levels based solely on past performance. Use of this model should not be viewed in any way as a forecast of the future performance of the Company's stock, which will be determined by future events and unknown factors. Option Exercises and Holdings The following table sets forth information with respect to the Named Executive Officers, concerning the exercise of options during the year December 31, 1994 and unexercised options held as of December 31, 1994: Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End Option Values Number of Securities Underlying Number of Unexercised Value of Unexercised Shares Options at Fiscal In-the-Money Options at Acquired Value Year-End Fiscal Year-End(1) Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable David B. Perini 0 $0 47,300 12,500 $ - $ - James M. Markert 0 0 16,300 7,500 - - Richard J. Rizzo 0 0 10,600 17,500 - - John H. Schwarz 0 0 9,800 7,500 - - Donald E. Unbekant 0 0 10,200 17,500 - - _______________
(1) At December 31, 1994, all options listed had exercise prices in excess of quoted market values. Long-Term Performance Units Under the Performance Unit award feature of the 1982 Long-Term Plan, key employees may be contingently awarded a number of units which will be earned if specified financial performance goals are attained. A Performance Unit will give an employee the right to receive up to a maximum of 200% of the amount of the Performance Unit (nominally valued at $100) at the end of a specified period depending on the level of achievement of the specified financial performance goals. No awards were made under the terms of this Plan in 1992, 1993 and 1994 and the Company has no current plans to award such performance units in the future. Pension Plan Disclosure The following table sets forth pension benefits payable based on an employee's remuneration ("final average earnings") and "years of service" as defined under the Company's non-contributory Retirement Plan ("the Plan") for all its full-time employees and to the extent covered remuneration is limited by the Internal Revenue Code of 1986, as amended, pension benefits payable have been augmented based on the Company's Benefit Equalization Plan: Pension Plan Table - Estimated Annual Pension Benefits (2) for Years of Service Indicated(3) 15 20 25 30 35 Remuneration Years Years Years Years Years (1) $125,000 $25,425 $ 33,900 $ 42,375 $ 42,375 $ 42,375 150,000 31,050 41,400 51,750 51,750 51,750 175,000 36,675 48,900 61,125 61,125 61,125 200,000 42,300 56,400 70,500 70,500 70,500 225,000 47,925 63,900 79,875 79,875 79,875 250,000 53,550 71,400 89,250 89,250 89,250 300,000 64,800 86,400 108,000 108,000 108,000 400,000 87,300 116,400 145,500 145,500 145,500 500,000 109,800 146,400 183,000 183,000 183,000 _______________ (1) Remuneration covered by the Plan and the Benefit Equalization Plan is limited to an employee's annual salary and for the Named Executive Officers is limited to the amounts in the Annual Salary column included in the Summary Compensation Table on page 11. (2) The estimated annual benefits are calculated on a straight-line annuity basis and are not subject to any further deductions for social security since the Plan formula integrates the calculation of the benefits with certain adjustments for Social Security, as defined. (3) The years of service for the Named Executive Officers are as follows: D.B. Perini (32 years), J.M. Markert (10 years), R.J. Rizzo (18 years), J.H. Schwarz (15 years) and D.E. Unbekant (11 years). Performance Graph COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN Among Perini Corporation, AMEX Market Value Index, and Selected Construction and Real Estate Peer Groups Measurement Period Perini AMEX Real Fiscal Year Covered Corp. Index Construction Estate Measurement Pt. 1/1/90 $100 $100 $100 $100 12/31/90 24 85 86 60 12/31/91 35 104 96 76 12/31/92 54 106 99 70 12/31/93 35 126 126 73 12/31/94 29 111 109 72 _______________ (1) The above graph compares the performance of Perini Corporation ("Perini") with that of the American Stock Exchange Market Value Index ("AMEX") and selected Construction and Real Estate Peer Groups. Companies in the Construction Peer Group Index ("Construction") are as follows: Guy F. Atkinson Company, Banister, Inc., Blount Construction, Kasler Corporation, Morrison Knudsen Corporation and Turner Corporation. Companies in the Real Estate Peer Group Index ("Real Estate") are as follows: Newhall Land and Farming Company, AMREP Corporation, FPA Corporation, Major Realty Corporation, Christiana Companies, Rouse Company, and Mission West Properties. (2) The comparison of total return on investment (change in year end stock price plus reinvested dividends) for each of the periods assumes that $100 was invested on January 1, 1990, in each of Perini Corporation, the American Stock Exchange Market Value Index and selected Construction and Real Estate Peer Groups, with investment weighted on the basis of market capitalization. Directors Compensation Outside directors of the Company are paid fees at an annual rate of $14,000, plus $750 per Board meeting attended, as well as $750 per Committee meeting attended by members of the Executive, Audit, Compensation and Nominating Committees. In addition, on May 19, 1994, the Outside Directors at that time, Messrs. John J. McHale, Robert M. Jenney, Marshall A. Jacobs, Richard J. Boushka, Marshall M. Criser, Arthur J. Fox, Jr., and Albert A. Dorman and Ms. J.E. Newman and Ms. Nancy Hawthorne were granted awards under the 1988 Perini Corporation Restricted Stock Plan for Outside Directors of 1,148 common shares each, subject to certain specified investment restrictions which expire on May 18, 1997, for zero consideration. Based on a price equivalent to the average of the high and low prices prevailing on the American Stock Exchange, the market value of the grants approximated $14,000 per participant on the award date. In addition, the consulting agreement with Mr. Thomas E. Dailey, a former executive officer and current director, was renewed for another twelve month period commencing January 1, 1995 at a monthly rate of $6,197. Certain Transactions During 1984 the Company transferred certain income-producing real estate properties and joint venture interests to a new company, Perini Investment Properties, Inc. and distributed the common stock of that company to the Company's shareholders on a share-for-share basis. In 1992, that company changed its name to "Pacific Gateway Properties, Inc." ("PGP"), reflecting PGP's West Coast focus and minimal ongoing interdependence with the Company. Initially, a majority of PGP's Directors were also Directors of the Company and the two companies also had the same controlling stockholder group. Effective May 16, 1985, the Board of Directors of the Company established a Special Committee, consisting of three Directors who hold no position with PGP, to review on behalf of, and report to the Board with respect to agreements entered into by the Company and PGP. The Special Committee makes its report to the Board of Directors, and the unaffiliated directors (directors who are not Perini Corporation employees and have no affiliation with PGP) vote on whether or not to proceed with the transactions as described. Currently, the two companies have no common directors. The Company, through its wholly-owned subsidiary Perini Land and Development Company, and PGP are general partners in certain real estate joint ventures. The following table summarizes the names of the joint ventures, approximate percentage interest of each and designation of the managing partner. Percentage Interest Name of Joint Ventures Company PGP Rincon Center Associates (a California 46%(1) 23% limited partnership) Southwest Villages(2) (an Arizona general 40% 40% partnership) _______________ (1) Designated as managing partner. (2) During 1993, the project was sold, subject to both the Company and PGP retaining an obligation to repay $2.2 million each of the project's debt over a 7-year period. Other than Rincon Center, where the two parties have an ongoing relationship in a specific project (see Note 11 to the Notes to the Consolidated Financial Statements where PGP is the other general partner referred to in the disclosure relating to the Rincon Center joint venture for additional information on this relationship), there are no longer any material business relationships between the Company and PGP. As a result of Mr. Rizzo's promotion to Executive Vice President, Building Construction, effective January 1, 1994, he and his family relocated from the Phoenix, Arizona area to the Boston, Massachusetts area. In connection with his purchase of a home in the Boston area, the Company provided a second mortgage loan to Mr. Rizzo in the amount of $350,000 in February, 1994. Interest on the loan is payable upon the sale of the property in an amount equal to approximately 33% of the future increase in market value of the property. Information Required by Rule 405 As required by the Securities and Exchange Commissions rules under Section 16 of the Securities and Exchange Act of 1934, the Company notes that during 1994 five officers filed untimely reports on transactions in the Company's Common Stock as follows: Bart W. Perini, three reports regarding three transactions; John H. Schwarz, one report regarding one transaction; Richard J. Rizzo, one report regarding one transaction; Donald E. Unbekant, one report regarding two transactions; and Thomas E. Dailey, four reports regarding twenty-three transactions. All such transactions were subsequently reported on a timely filed Form 5. Relationship with Independent Public Accountants Arthur Andersen LLP has audited the accounts of the Company and its subsidiaries since 1960 and has been appointed by the Board of Directors to continue in that capacity during 1995. Representatives of Arthur Andersen LLP will be present at the Annual Meeting of Stockholders of the Company and will be available to respond to appropriate questions and to make a statement if they desire to do so. B. OTHER MATTERS The Board of Directors knows of no other matters which are likely to be brought before the meeting. However, if any other matters, of which the Board of Directors is not aware, are presented to the meeting for action, it is the intention of the persons named in the accompanying form of proxy to vote said proxy in accordance with their judgement on such matters. The Company will bear the cost of solicitation of proxies. The solicitation of proxies by mail may be followed by telephone or oral solicitation of certain stockholders and brokers. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS ARE URGED TO FILL IN, SIGN, DATE AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE ENCLOSED ENVELOPE. By order of the Board of Directors Richard E. Burnham Secretary Framingham, Massachusetts April 12, 1995 COMMON PROXY SOLICITED BY THE BOARD OF DIRECTORS OF COMMON PERINI CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS - MAY 18, 1995 The undersigned hereby appoints David B. Perini, John H. Schwarz and Richard E. Burnham and any of them, as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated herein, all the shares of common stock of Perini Corporation held by the undersigned at the annual meeting of stockholders to be held at State Street Bank and Trust Company, the Board Room, 33rd Floor, 225 Franklin Street, Boston, Massachusetts, on Thursday, May 18, 1995 at 10:00 a.m. or any adjournment thereof. UNLESS OTHERWISE SPECIFIED, THE UNDERSIGNED VOTE WILL BE CAST "FOR" PROPOSAL 1, THE ELECTION OF DIRECTORS AS SET FORTH HEREIN. THE PROXIES ARE HEREBY AUTHORIZED TO VOTE IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THIS MEETING. PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE Please sign exactly as your name appears on this card. If stock is held in the name of more than one person, all holders should sign. Persons signing in a fiduciary capacity should include their title as such. Has your address changed? Do you have any comments? ----------------------------- ------------------------------ ----------------------------- ------------------------------ ----------------------------- ------------------------------ [X] Please mark votes as in this example 1) The election of three (3) Class II FOR ALL Directors as described in the proxy FOR WITHHOLD EXCEPT statement of the Board of Directors to [ ] [ ] [ ] serve until the 1998 Annual Meeting. Richard J. Boushka, Bart W. Perini, and Jane E. Newman If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line through the nominee(s) name. Your shares will be voted "For" the remaining nominees. RECORD DATE SHARES: THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1. Please be sure to sign and date this proxy. ------------- Date --------------------------- ----------------------- Stockholder sign here Co-owner sign here Mark box at right if comments or address [ ] changes have been noted on the reverse side of this card. DETACH CARD PERINI CORPORATION Dear Stockholder: Please take note of the important information enclosed with this Proxy Ballot. There are a number of issues related to the management and operation of your Company that require your immediate attention and approval. These are discussed in detail in the enclosed proxy materials. Your vote counts, and you are strongly encouraged to exercise your right to vote your shares. Please mark the boxes on the proxy card to indicate how your shares shall be voted. Then sign the card, detach it and return your proxy vote in the enclosed postage-paid envelope. Your vote must be received prior to the Annual Meeting of Stockholders, May 18, 1995. Thank you in advance for your prompt consideration of these matters. Sincerely, Perini Corporation ESOP PROXY SOLICITED BY THE TRUSTEES OF THE ESOP PERINI CORPORATION EMPLOYEE STOCK OWNERSHIP TRUST FOR THE ANNUAL MEETING OF STOCKHOLDERS - MAY 18, 1995 The undersigned hereby appoints John E. Chiaverini, Robert E. Higgins and Kenneth A. Isaacs the Trustees of the Perini Corporation Employee Stock Ownership Trust, as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated herein, all the shares of common stock of Perini Corporation held by them, on behalf of the undersigned at the annual meeting of stockholders to be held at State Street Bank and Trust Company, the Board Room, 33rd Floor, 225 Franklin Street, Boston, Massachusetts, on Thursday, May 18, 1995 at 10:00 a.m. or any adjournment thereof. UNLESS OTHERWISE SPECIFIED, THE UNDERSIGNED VOTE WILL BE CAST "FOR" PROPOSAL 1, THE ELECTION OF DIRECTORS AS SET FORTH HEREIN. THE PROXIES ARE HEREBY AUTHORIZED TO VOTE IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THIS MEETING. PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE Please sign exactly as your name appears on this card. If stock is held in the name of more than one person, all holders should sign. Persons signing in a fiduciary capacity should include their title as such. Has your address changed? Do you have any comments? ----------------------------- ------------------------------ ----------------------------- ------------------------------ ----------------------------- ------------------------------ [X] Please mark votes as in this example 1) The election of three (3) Class II FOR ALL Directors as described in the proxy FOR WITHHOLD EXCEPT statement of the Board of Directors to [ ] [ ] [ ] serve until the 1998 Annual Meeting. Richard J. Boushka, Bart W. Perini, and Jane E. Newman If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line through the nominee(s) name. Your shares will be voted "For" the remaining nominees. RECORD DATE SHARES: THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1. Please be sure to sign and date this proxy. ------------- Date ------------------------------ -------------------- Stockholder sign here Co-owner sign here Mark box at right if comments or address [ ] changes have been noted on the reverse side of this card. DETACH CARD PERINI CORPORATION Dear Stockholder: Please take note of the important information enclosed with this Proxy Ballot. There are a number of issues related to the management and operation of your Company that require your immediate attention and approval. These are discussed in detail in the enclosed proxy materials. Your vote counts, and you are strongly encouraged to exercise your right to vote your shares. Please mark the boxes on the proxy card to indicate how your shares shall be voted. Then sign the card, detach it and return your proxy vote in the enclosed postage-paid envelope. Your vote must be received prior to the Annual Meeting of Stockholders, May 18, 1995. Thank you in advance for your prompt consideration of these matters. Sincerely, Perini Corporation -----END PRIVACY-ENHANCED MESSAGE-----