EXHIBIT C
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SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK
On September 23, 1988, the Board of Directors of Perini Corporation
(the "Company") declared a dividend distribution of one Preferred Stock Purchase
Right for each outstanding share of Common Stock of the Company to stockholders
of record at the close of business on October 6, 1988. 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 $100.00 per Unit, subject to adjustment. The description and
terms of the Rights are set forth in a Shareholder Rights Agreement dated as of
September 23, 1988, as amended as of May 17, 1990 between the Company and The
First National Bank of Boston, as Rights Agent.
Initially, the Rights will not be exercisable and will be attached to
all outstanding shares of Common Stock. No separate Right Certificates will be
distributed until the Distribution Date. The Rights will separate from the
Common Stock and the Distribution Date will occur upon the earliest 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"), (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."
The Board of Directors could declare a person to be an Adverse Person
after (1) a determination that such person, alone or together with its
affiliates and associates, has become the beneficial owner of 10% or more of the
outstanding shares of Common Stock and (2) a determination by the Board of
Directors, after reasonable inquiry and investigation, including such
consultation, if any, with such persons as such directors shall deem
appropriate, that (a) such beneficial ownership by such person is intended to
cause, is reasonably likely to cause or will cause the Company to repurchase the
Common Stock beneficially owned by such person or to cause pressure on the
Company to take action or enter into a transaction or series of transactions
which would provide such person with short-term financial gain under
circumstances where the Board of Directors determines that the best long-term
interests of the Company and its stockholders, but for the actions and possible
actions of such person, would not be served by taking such action or entering
into such transaction or series of transactions at that time or (b) such
beneficial ownership is causing or is reasonably likely to cause a material
adverse impact (including, but not limited to, impairment of relationships with
customers or impairment of the Company's ability to maintain its competitive
position) on the business or prospects of the Company; provided, however, that
the Board of Directors of the Company may not declare a person to be an Adverse
Person if, prior to the time that such person acquired 10% or more of the shares
of Common Stock then outstanding, such person provided to the Board of Directors
in writing a statement of such person's purpose and intentions in connection
with the proposed acquisition of Common Stock, together with any other
information reasonably requested of such person by the Board of Directors, and
the Board of Directors, based on such statement and such reasonable inquiry and
investigation, including such consultation, if any, with such persons as the
directors shall deem appropriate, determines to notify and notifies such person
in writing that it will not declare such person to be Adverse Person; provided
further, that the Board of Directors may expressly condition in any manner a
determination not to declare a person an Adverse Person on such conditions as
the Board of Directors may select, including without limitation such person's
not acquiring more than a specified amount of stock and/or on such person's not
taking actions inconsistent with the purposes and intentions disclosed by such
person in the statement provided to the Board of Directors. No delay or failure
by the Board of Directors to declare a person to be an Adverse Person shall in
any way waive or otherwise affect the power of the Board of Directors
subsequently to declare a person to be an Adverse Person. In the event that the
Board of Directors should at any time determine, upon reasonable inquiry and
investigation, including consultation with such persons as the directors shall
deem appropriate, that such person has not met or complied with any condition
specified by the Board of Directors, the Board of Directors may at any time
thereafter declare the person to be an Adverse Person.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), (a) the Rights will be evidenced by the Common Stock certificates and
will be transferred with and only with such Common Stock certificates, (b) new
Common Stock certificates issued after October 6, 1988 will contain a notation
incorporating the Shareholder Rights Agreement by reference, and (c) 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, Right 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 Right 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 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, 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 (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Exercise Price will be
required until cumulative adjustments amount to at least 1% of the Exercise
Price. The Company is not obligated to issue fractional Units. If the Company
elects not to issue fractional Units, in lieu thereof an adjustment in cash will
be made based on the fair market value of the Preferred Stock on the last
trading date prior to the date of exercise.
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
will not be 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.
A copy of the Shareholder Rights Agreement dated as of September 23,
1988, as amended and restated as of May 17, 1990, has been filed with the
Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K
dated May 17, 1990. A copy of the Shareholder Rights Agreement is available free
of charge from the Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Shareholder Rights Agreement.