-----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, UYQvDFX0NWKPmfzVHB6h0kCHTP+nzILne/0FG3pNwQCv9+li0IZK9DaJC9Tpuz+k 9UQ9Lh3Ew9DkMmBjdCPfoA== 0000077543-96-000008.txt : 19960816 0000077543-96-000008.hdr.sgml : 19960816 ACCESSION NUMBER: 0000077543-96-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06314 FILM NUMBER: 96612863 BUSINESS ADDRESS: STREET 1: 73 MT WAYTE AVE CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5086282000 10-Q 1 PERINI CORP. 2ND QUARTER 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 June 30, 1996 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-6314 Perini Corporation (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-1717070 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 73 MT. WAYTE AVENUE, FRAMINGHAM, MASSACHUSETTS 01701-9160 (Address of principal executive offices) (Zip code) (508)-628-2000 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Number of shares of common stock of registrant outstanding at August 12, 1996: 4,847,853 Page 1 of 12 PERINI CORPORATION & SUBSIDIARIES INDEX Page Number ----------- Part I. - Financial Information: Item 1. Financial Statements Consolidated Condensed Balance Sheets - 3 June 30, 1996 and December 31, 1995 Consolidated Condensed Statements of Income - 4 Three Months and Six Months ended June 30, 1996 and 1995 Consolidated Condensed Statements of Cash Flows - 5 Six Months ended June 30, 1996 and 1995 Notes to Consolidated Condensed Financial Statements 6 - 7 Item 2. Management's Discussion and Analysis of the Consolidated 8 - 9 Financial Condition and Results of Operations Part II. - Other Information: Item 1. Legal Proceedings 10 Item 2. Changes in Securities 10 Item 3. Defaults Upon Senior Securities 10 Item 4. Submission of Matters to a Vote of Security Holders 10 Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12
2 PERINI CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS JUNE 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995 (1) (In Thousands)
ASSETS JUNE 30, DEC. 31, 1996 1995 ---------------- ---------------- Cash $ 12,999 $ 29,059 Accounts and Notes Receivable 172,183 180,978 Unbilled Work 36,444 28,304 Construction Joint Ventures 64,510 61,846 Real Estate Inventory, at the lower of cost or market 13,046 14,933 Deferred Tax Asset 13,973 13,039 Other Current Assets 6,336 2,186 ---------------- ---------------- Total Current Assets $ 319,491 $ 330,345 ---------------- ---------------- Land Held for Sale or Development $ 41,237 $ 41,372 Investments in and Advances to Real Estate Joint Ventures 151,088 148,225 Real Estate Properties Used in Operations 2,983 2,964 Other 189 302 ---------------- ---------------- Total Real Estate Development Investments $ 195,497 $ 192,863 ---------------- ---------------- Other Assets $ 4,002 $ 3,477 ---------------- ---------------- Property and Equipment, less Accumulated Depreciation of $23,324 in 1996 and $27,299 in 1995 $ 11,487 $ 12,566 ---------------- ---------------- $ 530,477 $ 539,251 ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY Current Maturities of Long-Term Debt $ 6,800 $ 5,697 Accounts Payable 186,333 197,052 Advances from Construction Joint Ventures 30,395 34,830 Deferred Contract Revenue 24,740 23,443 Accrued Expenses 20,704 32,778 ---------------- ---------------- Total Current Liabilities $ 268,972 $ 293,800 ---------------- ---------------- Deferred Income Taxes and Other Liabilities $ 55,494 $ 52,663 ---------------- ---------------- Long-Term Debt, including real estate development debt of $3,501 in 1996 and $3,660 in 1995 $ 92,941 $ 84,155 ---------------- ---------------- Minority Interest $ 2,919 $ 3,027 ---------------- ---------------- Stockholders' Equity: Preferred Stock $ 100 $ 100 Series A Junior Participating Preferred Stock --- --- Common Stock 4,985 4,985 Paid-In Surplus 56,762 57,659 Retained Earnings 54,511 52,062 ESOT Related Obligations (3,976) (4,965) ---------------- ---------------- $ 112,382 $ 109,841 Less - Treasury Stock 2,231 4,235 ---------------- ---------------- Total Stockholders' Equity $ 110,151 $ 105,606 ---------------- ---------------- $ 530,477 $ 539,251 ================ ================
The accompanying notes are an integral part of these financial statements. (1) Derived from the audited December 31, 1995 financial statements. 3 PERINI CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (In Thousands, Except Per Share Data)
THREE MONTHS SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, -------------- -------------- 1996 1995 1996 1995 --------------- --------------- --------------- ---------------- REVENUES FROM OPERATIONS: Construction $ 307,238 $ 293,701 $ 565,753 $ 547,027 Real Estate 9,254 13,260 20,768 23,023 --------------- --------------- --------------- ---------------- TOTAL REVENUES FROM OPERATIONS $ 316,492 $ 306,961 $ 586,521 $ 570,050 --------------- --------------- --------------- ---------------- COST AND EXPENSES: Cost of Operations $ 302,810 $ 294,543 $ 561,060 $ 545,459 General, Administrative and Selling Expenses 8,522 9,013 16,656 18,158 --------------- --------------- --------------- ---------------- $ 311,332 $ 303,556 $ 577,716 $ 563,617 --------------- --------------- --------------- ---------------- INCOME FROM OPERATIONS $ 5,160 $ 3,405 $ 8,805 $ 6,433 Other Income (Expense), Net (33) (112) (369) 236 Interest Expense (2,768) (1,824) (4,475) (3,943) --------------- --------------- --------------- ---------------- Income Before Income Taxes $ 2,359 $ 1,469 $ 3,961 $ 2,726 Provision for Income Taxes (Note 2) 335 583 450 968 --------------- --------------- --------------- ---------------- NET INCOME $ 2,024 $ 886 $ 3,511 $ 1,758 =============== =============== =============== ================ EARNINGS PER COMMON SHARE (Note 3) $ 0.31 $ 0.08 $ 0.51 $ 0.15 =============== =============== =============== ================ DIVIDENDS PER COMMON SHARE (Note 4) $ --- $ --- $ --- $ --- =============== =============== =============== ================ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 3) 4,785,537 4,668,195 4,758,440 4,599,784 =============== =============== =============== ================
The accompanying notes are an integral part of these financial statements. 4 PERINI CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (In Thousands) SIX MONTHS ENDED JUNE 30, 1996 1995 -------------- -------------- Cash Flows from Operating Activities: Net Income $ 3,511 $ 1,758 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation and amortization 1,329 1,255 Noncurrent deferred taxes and other liabilities 2,831 (8,687) Distributions greater (less) than earnings of joint ventures and affiliates 2,735 6,099 Cash provided from (used by) changes in components of working capital other than cash, notes payable and current maturities of long-term debt (32,851) 24,036 Real estate development investments other than joint ventures 411 2,371 Other non-cash items, net (978) (1,104) -------------- -------------- NET CASH (USED BY) PROVIDED FROM OPERATING ACTIVITIES $ (23,012) $ 25,728 -------------- -------------- Cash Flows from Investing Activities: Proceeds from sale of property and equipment $ 1,210 $ 2,788 Cash distributions of capital from unconsolidated joint ventures 4,182 14,848 Acquisition of property and equipment (783) (722) Improvements to land held for sale or development (62) (55) Improvements to real estate properties used in operations (111) (119) Capital contributions to unconsolidated joint ventures (7,248) (16,251) Advances to real estate joint ventures, net (1,664) (3,168) Investments in other activities (557) 176 -------------- -------------- NET CASH USED BY INVESTING ACTIVITIES $ (5,033) $ (2,503) -------------- -------------- Cash Flows from Financing Activities: Proceeds of long-term debt $ 11,593 $ 3,639 Repayment of long-term debt (715) (2,872) Cash dividends paid --- (1,062) Treasury stock issued 1,107 2,241 -------------- -------------- NET CASH PROVIDED FROM FINANCING ACTIVITIES $ 11,985 $ 1,946 -------------- -------------- Net Increase (Decrease) in Cash $ (16,060) $ 25,171 Cash at Beginning of Year 29,059 7,841 -------------- -------------- Cash at End of Period $ 12,999 $ 33,012 ============== ============== Supplemental Disclosures of Cash paid during the period for: Interest $ 4,118 $ 4,027 ============== ============== Income tax payments $ 183 $ 143 ============== ==============
The accompanying notes are an integral part of these financial statements. 5 PERINI CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (1) SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed by the Company and its subsidiaries in preparing its consolidated financial statements are set forth in Note (1) to such financial statements included in Form 10-K for the year ended December 31, 1995. The Company has made no significant change in these policies during 1996. (2) PROVISION FOR INCOME TAXES The lower-than-normal tax rate in 1996 reflects the realization of a portion of the tax benefit not recognized in 1995 due to certain accounting limitations. The lower-than-normal tax rate in 1995 is due to a tax benefit realized. (3) PER SHARE DATA Computations of earnings per common share amounts are based on the weighted average number of the Company's common shares outstanding during the periods presented. Earnings per common share reflect the effect of preferred dividends accrued during both the 1996 and 1995 three and six month periods ended June 30, of $531,000 and $1,062,000, respectively. Common stock equivalents related to additional shares of common stock issuable upon exercise of stock options have not been included since their effect would be antidilutive. Per share data on a fully diluted basis is not presented because the effect of conversion of the Company's depositary convertible exchangeable preferred shares into common stock is also antidilutive. (4) CASH DIVIDENDS There were no cash dividends on common stock declared or paid during the periods presented in the consolidated condensed financial statements presented herein. As previously disclosed in the 1995 Form 10-K, in conjunction with the covenants of the Company's Amended Revolving Credit Agreement, the Company is required to suspend the payment of quarterly dividends on its preferred stock until the Bridge Loan commitment is no longer outstanding, if a default exists under the terms of the Amended Revolving Credit Agreement, or if the ratio of long-term debt to equity exceeds 50%. Therefore, the dividends on preferred stock that normally would have been declared during December of 1995 and March and June of 1996, and payable on March 15, June 15, and September 15, 1996, respectively, have not been declared (although they have been fully accrued due to the "cumulative" feature of the preferred stock). (5) CAPITALIZATION In addition to its $114.5 million revolving credit agreement, effective February 26, 1996, the Company entered into a Bridge Loan Agreement with its revolver banks to borrow up to an additional $15 million through July 31, 1996 at an interest rate of prime plus 2%. The Bridge Loan Agreement provides for, among other things, interim mandatory reductions in the amount of the commitment equal to the net proceeds from the sale of collateral not included in the Company's 1996 budget and 50% of the net proceeds from any new equity. Effective July 31, 1996, the Bridge Loan Agreement was extended through September 30, 1996. Additionally, in July 1996, the Company announced that it had entered into an agreement with an investor group led by Richard C. Blum & Associates, L. P. of San Francisco, California, for a $30 million investment in the form of a new issuance of 150,150 shares of cumulative convertible junior preferred stock in the Company. The preferred stock will be convertible into shares of common stock of the Company at a conversion price of $10.50 per share. The issuance and listing of any such common stock on the American Stock Exchange is subject to shareholder ratification of the transaction at the next Annual Meeting of the Company. The preferred shares will carry voting rights representing approximately 37% of the outstanding common shares and will also entitle the investor group to the appointment of three members of the Company's Board of Directors. The investment agreement is subject to satisfactory renegotiation of credit facilities with the Company's bank group and certain other conditions, including the completion of due diligence. Subject to the satisfaction of closing conditions, the Company expects to be able to close the transaction by early October. 6 (6) MANAGEMENT'S OPINION The unaudited consolidated condensed financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 1995. 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 June 30, 1996 and December 31, 1995 and results of operations and cash flows for the six month periods ended June 30, 1996 and 1995. The results of operations for the six month period ended June 30, 1996 may not be indicative of the results that may be expected for the year ending December 31, 1996 because the Company's results generally consist of a limited number of large transactions in both construction and real estate. Therefore, such results can vary depending on the timing of transactions and the profitability of projects being reported. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS RESULTS OF OPERATIONS - --------------------- Comparison of the Second Quarter of 1996 with the Second Quarter of 1995 ------------------------------------------------------------------------ Revenues increased $9.5 million (or 3.1%), from $307 million in 1995 to $316.5 million in 1996. This increase resulted from increased construction revenues of $13.5 million (or 4.6%), from $293.7 million in 1995 to $307.2 million in 1996, due primarily to an increase in revenues from heavy operations of $31.9 million (or 44%), from $71.8 million in 1995 to $103.7 million in 1996. This increase was due primarily to the favorable impact of several large infrastructure projects under way in late 1995, primarily in the metropolitan New York area. This increase was partially offset by a decrease in revenues from building operations of $18.4 million (or 8.3%), from $221.9 million in 1995 to $203.5 million in 1996 due primarily to the timing in the start-up of certain fast track hotel/casino projects in 1996 in various parts of the United States. In addition, revenues from real estate operations decreased $4 million, from $13.3 million in 1995 to $9.3 million in 1996 due to fewer land sales. Total gross profit increased $1.3 million (or 10.5%), from $12.4 million in 1995 to $13.7 million in 1996 due to an overall increase in gross profit from construction operations of $1.5 million (or 11.9%), from $12.6 million in 1995 to $14.1 million in 1996. This increase primarily reflects the increase in heavy construction revenues referred to above and the normally higher margins available in higher risk, heavy construction work. The favorable profit impact of several large infrastructure projects under way in late 1995, primarily in the metropolitan New York area, more than offset the negative profit impact experienced in 1996 as a result of a profit write-down on a tunnel project in the Midwest. The gross loss from real estate operations increased $.2 million, from $.2 million in 1995 to $.4 million in 1996. The decrease in general, administrative and selling expenses of $.5 million (or 5.6%), from $9 million in 1995 to $8.5 million in 1996, resulted primarily from continued emphasis on reducing overall Company overhead expenses in conjunction with the Company's re-engineering efforts commenced in prior years and the continuation of the gradual down-sizing of the Company's real estate and environmental remediation construction operations. Interest expense increased by $.9 million (or 47%), from $1.9 million in 1995 to $2.8 million in 1996, due to a higher average level of borrowings during 1996. The lower than normal tax rate in 1996 is due to the utilization of tax loss carry forwards from 1995. Because of certain accounting limitations, the Company was not able to recognize a portion of the tax benefit related to the operating loss experienced in fiscal 1995. Therefore, approximately $20 million of future pretax earnings, including the earnings achieved in the second quarter of 1996, should benefit from minimal tax charges. Comparison of the Six Months Ended June 30, 1996 with the Six Months Ended June 30, 1995 ------------- Revenues increased $16.4 million (or 2.9%), from $570.1 million in 1995 to $586.5 million in 1996. This increase resulted from increased construction revenues of $18.6 million (or 3.4%), from $547.1 million in 1995 to $565.7 million in 1996, due primarily to an increase in revenues from heavy construction operations of $49.1 million (or 36.4%), from $134.9 million in 1995 to $184 million in 1996, which was partially offset by a decrease in revenues from building construction operations of $30.5 million (or 7.4%), from $412.2 million in 1995 to $381.7 million in 1996. These revenue fluctuations reflect the timing in the start-up of new construction projects, in particular certain fast track hotel/casino projects in various parts of the United States as well as certain long-term infrastructure rehabilitation projects. Revenues from real estate operations decreased $2.2 million, from $23 million in 1995 to $20.8 million in 1996 due primarily to fewer land sales in Arizona and Florida. Along with the modest increase in revenues, the total gross profit increased slightly, from $24.6 million in 1995 to $25.5 million in 1996, due to an overall increase in gross profit from construction operations of $.9 million (or 3.6%), from $24.9 million in 1995 to $25.8 million in 1996. Overall gross profit 8 margins on both building and heavy construction operations in 1996 were comparable with those experienced in 1995. The favorable profit impact of several large infrastructure projects under way in late 1995, primarily in the metropolitan New York area, largely offset the negative profit impact experienced in 1996 as a result of a profit write-down on a tunnel project in the Midwest. Real estate operations experienced a gross loss of $.3 million in both years. General, administrative and selling expenses decreased by $1.5 million (or 8.2%), from $18.2 million in 1995 to $16.7 million in 1996 primarily due to continued emphasis on reducing overall Company overhead expenses in conjunction with the Company's re-engineering efforts commenced in prior years and the continuation of the gradual down-sizing of the Company's real estate and environmental remediation construction operations. Other income decreased $.6 million, from income of $.2 million in 1995 to a loss of $.4 million in 1996, primarily due to a lower gain on sale of fixed assets and lower interest income earned in 1996, plus higher bank charges experienced in 1996 in conjunction with the Company's renegotiation of certain provisions of its Revolving Credit Agreement and the new Bridge Loan Agreement. Interest expense increased by $.5 million (or 13%), from $4 million in 1995 to $4.5 million in 1996 due to a higher average level of borrowings during 1996. The lower than normal tax rate in 1996 is due to the utilization of tax loss carry forwards from 1995. Because of certain accounting limitations, the Company was not able to recognize a portion of the tax benefit related to the operating loss experienced in fiscal 1995. Therefore, approximately $20 million of future pretax earnings, including the earnings achieved in the first half of 1996, should benefit from minimal tax charges. FINANCIAL CONDITION - ------------------- Working capital increased $14 million, from $36.5 million at the end of 1995 to $50.5 million at June 30, 1996. The current ratio increased slightly from 1.12:1 to 1.19:1 during this same period. During the first six months of 1996 the Company used $12 million in cash provided from financing activities, primarily from net borrowings under its long-term credit facilities, plus $16.1 million from cash on hand to fund cash requirements on construction projects including $4.7 million for investments in or advances to joint ventures. Long-term debt at June 30, 1996 was $92.9 million, an increase of $8.8 million from December 31, 1995. The long-term debt to equity ratio at June 30, 1996 was .84 to 1, compared to .80 to 1 at December 31, 1995. In addition to internally generated funds, the Company has access to additional funds under its $114.5 million long-term Credit Agreement. Effective February 26, 1996, the Company entered into a Bridge Loan Agreement for an additional $15 million through July 31, 1996. Effective July 31, 1996, the Company received an extension of the Bridge Loan Agreement through September 30, 1996. Additionally, in July 1996 the Company announced that it had entered into an agreement with an investor group led by Richard C. Blum & Associates, L. P. ("RCBA") of San Francisco, California, whereby the Company would receive $30 million in cash and RCBA would receive a new issuance of 150,150 shares of cumulative convertible junior preferred stock in the Company. Subject to the satisfaction of closing conditions, including satisfactory renegotiation of credit facilities with the Company's bank group as well as the completion of due diligence, the Company expects to be able to close the transaction by early October. At June 30, 1996 there was $12.5 million available under the Company's long-term credit facility and $15 million available under the Bridge Loan Agreement. Management believes that cash generated from operations, existing credit lines and additional borrowings, as well as the anticipated proceeds from the issuance of cumulative convertible junior preferred stock referred to above, should probably be adequate to meet the Company's funding requirements for at least the next twelve months. However, the withdrawal of many commercial lending sources from both the real estate and construction markets and/or restrictions on new borrowings and extensions on maturing loans by these same sources cause uncertainties in predicting liquidity. 9 PART II. - OTHER INFORMATION - ---------------------------- Item 1. - Legal Proceedings - None Item 2. - Changes in Securities (a) None (b) None Item 3. - Defaults Upon Senior Securities - None Item 4. - Submission of Matters to a Vote of Security Holders (a) May 16, 1996 - Annual Meeting of Shareholders (b) Not applicable (c) (1) Nominees for Class III Directors as listed in the proxy statement, to hold office for a three year term, expiring in 1999 and until their successors are chosen and qualified, were elected with the following vote: Number of Votes --------------------------------------------------------------------------- Against or Abstentions and Class III Director For Withheld Broker Non-Votes - -------------------------- -------------- ---------------------- -------------------------- Albert A. Dorman 4,185,623 87,743 450,940 John J. McHale 4,183,509 89,857 450,940 David B. Perini 4,184,548 88,818 450,940
(2) The stockholder proposal to declassify the Board of Directors so that all Directors are elected annually was defeated with the following vote: Number of Votes - --------------------------------------------------------------------------- Against or Abstentions and For Withheld Broker Non-Votes - --------------- ---------------------- -------------------------- 1,308,914 1,788,575 1,626,817 (3) The stockholder proposal that all non-employee Directors receive a minimum of fifty percent of their total compensation in the form of Company stock which cannot be sold for three years was defeated with the following vote: Number of Votes - --------------------------------------------------------------------------- Against or Abstentions and For Withheld Broker Non-Votes - --------------- ---------------------- -------------------------- 303,803 2,793,686 1,626,817 (d) Not applicable 10 Item 5. - Other Information - None Item 6. - Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 3. Articles of Incorporation and By-laws Incorporated herein by reference: 3.1 Restated Articles of Organization - As amended through July 7, 1994 - Exhibit 3.1 to 1994 Form 10-K, as filed. 3.2 By-laws - As amended through September 14, 1990 - Exhibit 3.2 to 1991 Form 10-K, as filed. Exhibit 4. Instruments Defining the Rights of Security Holders, Including Indentures Incorporated herein by reference: 4.1 Certificate of Vote of Directors Establishing a Series of a Class of Stock determining the relative rights and preferences of the $21.25 Convertible Exchangeable Preferred Stock - Exhibit 4(a) to Amendment No. 1 to Form S-2 Registration Statement filed June 19, 1987; SEC Registration No. 33-14434. 4.2 Form of Deposit Agreement, including form of Depositary Receipt - Exhibit 4(b) to Amendment No. 1 to Form S-2 Registration Statement filed June 19, 1987; SEC Registration No. 33-14434. 4.3 Form of Indenture with respect to the 8 1/2% Convertible Subordinated Debentures Due June 15, 2012, including form of Debenture - Exhibit 4(c) to Amendment No. 1 to Form S-2 Registration Statement filed June 19, 1987; SEC Registration No. 33-14434. 4.4 Shareholder Rights Agreement 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, as amended and restated as of May 17, 1990, incorporated by reference from Current Report on Form 8-K filed on May 25, 1990. (b) None 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Perini Corporation ------------------ Registrant Date: August 14, 1996 John H. Schwarz, Executive Vice President, Finance and Administration Date: August 14, 1996 Barry R. Blake, Vice President and Controller 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Perini Corporation ------------------ Registrant Date: August 14, 1996 /s/ John H. Schwarz ------------------- John H. Schwarz, Executive Vice President, Finance and Administration Date: August 14, 1996 /s/ Barry R. Blake ------------------ Barry R. Blake, Vice President and Controller 12 EX-27 2
5 This schedule contains summary financial information extracted from Consolidated Balance Sheets as of June 30, 1996 and the Consolidated Statements of Operations for the six months ended June 30, 1996 as qualified in its entirety by reference to such financial statements. 6-MOS DEC-31-1996 JUN-30-1996 12,999 0 172,183 0 13,046 319,491 34,811 (23,324) 530,477 268,972 92,941 100 0 4,985 0 530,477 0 586,521 0 (561,060) (369) 0 (4,475) 3,961 450 3,511 0 0 0 3,511 .51 0 Includes Equity in Construction Joint Ventures of $64,510, Unbilled Work of $36,444, and Other Short-Term Assets of $20,309, not currently reflected in this tag list. Inclues investments in and advances to Real Estate Joint Ventures of $151,088, Land Held for Sale of Development of $41,237, and Other Long-Term Assets of $7,174 not currently reflected in this tag list. Includes Deferred Income Taxes and Other Liabilities of $55,494, Minority Interest of $2,919, Paid-In Surplus of $56,762, Retained Earnings of $53,018, ESOT Related Obligations of $(3,976), and Treasury Stock of $(2,231). Includes General, Administrative and Selling Expenses of $16,656, not currently reflected on this tag list.
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