UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
PERINI CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
713839 10 8
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(CUSIP Number)
Kathleen E. Shannon
Senior Vice President and Secretary
American International Group, Inc.
70 Pine Street
New York, New York 10270
(212) 770-7000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 20, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of this Schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Exchange Act (however,
see the Notes).
CUSIP No. 713839 10 8
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
AMERICAN INTERNATIONAL GROUP, INC.
IRS Identification No. 13-2592361
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the State of Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,406,945
EACH
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,406,945
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,406,945
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.25%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
CUSIP No. 713839 10 8
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.
IRS Identification No. 25-0687550
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the Commonwealth of Pennsylvania
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,392,972
EACH
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,392,972
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,392,972
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.19%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IC
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CUSIP No. 713839 10 8
ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 ("Amendment No. 2") amends and supplements the
Amendment No. 1 to the Statement on Schedule 13D, dated April 16, 2004, relating
to the Common Stock, $1.00 par value ("Common Stock") of Perini Corporation, a
Massachusetts corporation (the "Company") and the Statement on Schedule 13D,
dated February 5, 2000 (the "Original 13D"). The principal executive offices of
the Company are located at 73 Mt. Wayte Avenue, Framingham, Massachusetts 01701.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) and (f). This Statement is filed by American International
Group, Inc., a Delaware corporation ("AIG"), on behalf of itself and its
wholly-owned subsidiary, National Union Fire Insurance Company of Pittsburgh,
Pa., a Pennsylvania corporation ("National Union"). The 2,406,945 shares of
Common Stock owned by AIG include 13,973 shares of Common Stock held by certain
investment advisor subsidiaries of AIG on behalf of their clients. AIG disclaims
beneficial ownership of the 13,973 shares of Common Stock except to the extent
of any pecuniary interest therein. AIG is a holding company which, through its
subsidiaries, is primarily engaged in a broad range of insurance and
insurance-related activities in the United State and abroad. AIG's primary
activities include both general insurance and life insurance & retirement
services operations. Other significant activities include financial services and
asset management.
Starr International Company, Inc., a Panamanian corporation ("SICO"),
has the sole power to vote and direct the disposition of 310,905,397 shares of
common stock, par value $2.50 per share, of AIG ("AIG Shares"). C.V. Starr &
Co., Inc., a Delaware corporation ("Starr"), has the shared power to vote and
direct the disposition of 47,337,246 AIG Shares (18,644,278 of which are held by
the C.V. Starr & Co., Inc. Trust ("Starr Trust"), of which Starr is a
beneficiary). Maurice R. Greenberg, a United States citizen, has the sole power
to vote and direct the disposition of 2,902,938 AIG Shares, 52 of which are held
directly by Mr. Greenberg and 2,902,886 of which may be acquired pursuant to
stock options previously granted by AIG to Mr. Greenberg as a then officer and
director of AIG. Mr. Greenberg has shared power to vote and direct the
disposition of 90,931,972 AIG Shares, 43,488,151 of which are held as a tenant
in common with Mr. Greenberg's wife, 106,627 of which are held in family trusts
of which Mr. Greenberg is a trustee, and 47,337,246 of which are held by Starr
(18,644,278 shares of which are held by the Starr Trust, for which Starr is a
beneficiary and Mr. Greenberg is a trustee). Mr. Greenberg owns 12.8% of the
voting common stock of Starr, and has irrevocable proxies until January 17,
2006, to vote in the aggregate, together with his direct ownership, 32.3% of the
voting common stock of Starr. Edward E. Matthews, a United States citizen, has
the sole power to vote and direct the disposition of 1,991,635 AIG Shares,
1,569,135 of which are held directly by Mr. Matthews and 422,500 of which may be
acquired pursuant to stock options previously granted by AIG to Mr.
Matthews as a then officer and director of AIG. Mr. Matthews has shared power to
vote and direct the disposition of 18,667,178 AIG Shares, 22,900 of which are
held by Mr. Matthews' wife and 18,644,278 of which are held by the Starr Trust,
for which Starr is a beneficiary and Mr. Matthews is a trustee.
The principal executive office of AIG and National Union is located at
70 Pine Street, New York, New York 10270. The principal executive offices of
SICO are located at Clifton House-Suite 59, Lower Fitzwilliam Street, Dublin 2,
Ireland and Mercury House, 101 Front Street, Hamilton HM12, Bermuda. The
principal executive office of Starr is located at 399 Park Avenue, 17th Floor,
New York, New York 10022. The names of the directors and executive officers
("Covered Persons") of AIG, National Union, SICO, and Starr, their business
addresses and principal occupations, including the business addresses and
principal occupations of Messrs. Greenberg and Matthews, are set forth in
Exhibit A attached hereto, which is incorporated herein by reference in its
entirety. The business address indicated for Messrs. Greenberg and Matthews and
each other Covered Person is also the address of the principal employer of such
person. Each of the Covered Persons is a citizen of the United States, except
for Messrs. Sullivan, Tse, Tyler and Walsh, who are British Subjects, Mr.
Marshall A. Cohen, who is a Canadian citizen, Dr. Jacob A. Frenkel, who is a
citizen of the State of Israel and the Republic of Poland, and Mr. Zalamea, who
is a citizen of the Republic of the Philippines.
Except as provided for in the next sentence, all information provided
in this Amendment No. 2 (including, without limitation, in this Item 2 and
Exhibit A to this Amendment No. 2) with respect to Messrs. Greenberg and
Matthews, SICO and Starr and their respective directors and executive officers
is provided based solely on the information set forth in the Statement on
Schedule 13D relating to AIG Shares, dated November 23, 2005, filed on behalf of
Messrs. Greenberg and Matthews, SICO and Starr and the Form 4 relating to AIG
Shares filed by Mr. Greenberg on December 16, 2005. The information provided in
this Amendment No. 2 with respect to the ownership of, and transactions in, the
Common Shares of the Company by Messrs. Greenberg and Matthews, SICO and Starr
and their respective directors and executive officers is provided based solely
on publicly available information. In each case, such information may not be
accurate or complete and AIG takes no responsibility therefor and makes no
representation to its accuracy or completeness as of the date hereof or any
subsequent date.
CUSIP No. 713839 10 8
(d) and (e) Except as set forth in the following three paragraphs,
during the last five years, none of AIG, National Union, Messrs. Greenberg and
Matthews, SICO, Starr, or any of the Covered Persons, has (i) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
In November 2004, AIG and AIG Financial Products Corp. ("AIGFP"), a
subsidiary of AIG, reached a final settlement with the Securities and Exchange
Commission ("SEC"), the Fraud Section of the United States Department of Justice
("DOJ") and the United States Attorney for the Southern District of Indiana with
respect to issues arising from certain structured transactions entered into with
Brightpoint, Inc. and The PNC Financial Services Group, Inc. ("PNC"), the
marketing of transactions similar to the PNC transactions and related matters.
AIG, without admitting or denying the allegations in the SEC complaint,
consented to the issuance of a final judgment: (a) permanently enjoining it and
its employees and related persons from violating Section 10(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), Exchange Act Rule 10b-5,
and Section 17(a) of the Securities Act of 1933, as amended (the "Securities
Act"), and from aiding and abetting violations of Sections 13(a) and 13(b)(2)(A)
of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, and 13a-13; (b)
ordering it to disgorge the $39,821,000 in fees that it received from the PNC
transactions, plus prejudgment interest of $6,545,000; and (c) providing for AIG
to establish a transaction review committee to review the appropriateness of
certain future transactions and to retain an independent consultant to examine
certain transactions entered into between 2000 and 2004 and review the policies
and procedures of the transaction review committee.
The settlement with the DOJ consists of separate agreements with AIG
and AIGFP and a complaint filed against, and deferred prosecution agreement
with, AIGFP PAGIC Equity Holding Corp. ("AIGFP PAGIC"), a wholly-owned
subsidiary of AIGFP. Under the terms of the settlement, AIGFP paid a monetary
penalty of $80 million and, provided that AIG, AIGFP and AIGFP PAGIC satisfy
their obligations under the DOJ agreements, the DOJ will seek a dismissal with
prejudice of the AIGFP PAGIC complaint after 13 months and will not prosecute
AIG or AIGFP in connection with the PNC transactions or the Brightpoint
transaction that was settled by AIG with the SEC in 2003. The obligations of
AIG, AIGFP and AIGFP PAGIC under the DOJ agreements relate principally to
cooperating with the DOJ and other federal agencies in connection with their
related investigations.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This filing is not being made as a result of any particular acquisition
of Common Stock by the reporting persons.
ITEM 4. PURPOSE OF TRANSACTION
On December 20, 2005, National Union sold 266,874 shares of the Common
Stock, at a price per share of $22.44375, in a public offering (the "Offering")
pursuant to the Company's Registration Statement on Form S-1 (File No.
333-117344). National Union also granted to the underwriters of the Offering an
option to purchase an additional 40,031 shares of the Common Stock, at a price
per share of $22.44375, to cover over-allotments made by the underwriters in the
Offering. Also, in connection with the Offering, National Union entered into a
letter agreement dated November 28, 2005 (the "Lock-Up Letter") with UBS
Securities LLC (acting on behalf of itself and the several underwriters of the
Offering), pursuant to which, among other things and subject to certain
exceptions described in the Lock-Up Letter, including pursuant to the Call Right
described below, National Union agreed that, for a period ending 90 days after
the date of the final prospectus relating to the Offering, National Union will
not, without the prior written consent of UBS Securities LLC: (i) offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly, any
shares of the Common Stock or securities convertible into or exchangeable or
exercisable for any shares of the Common Stock, (ii) enter into a transaction
which would have the same effect, or enter into any swap, hedge or other
arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of shares of Common Stock, whether any such
aforementioned transaction is to be settled by delivery of shares of Common
Stock or such other securities, in cash or otherwise, or (iii) publicly disclose
the intention to make any such offer, sale, pledge or disposition, or to enter
into any such transaction, swap, hedge or other arrangement. The 90-day period
may be extended under certain circumstances described in the Lock-Up Letter. At
any time and without public notice, UBS Securities LLC may, in its sole
discretion, release some or all the securities from these lock-up agreements. A
copy of the Lock-Up Letter is attached as Exhibit B hereto and incorporated in
its entirety by reference. The descriptions of the Lock-Up Letter set forth
herein are qualified in their entirety by reference to the Lock-Up Letter.
CUSIP No. 713839 10 8
As disclosed under Item 4 of the Original 13D, in connection with
National Union's acquisition of Common Stock of the Company in March 2000,
National Union entered into that certain Shareholders' Agreement (the
"Shareholders' Agreement") dated March 29, 2000 (the form of which was filed as
Exhibit (d) to the Original 13D) that, among other things, gives Tutor-Saliba
Corporation ("TSC") and Ronald N. Tutor the right, under certain circumstances,
to call such shares of Common Stock from National Union for a price specified in
the Shareholders' Agreement (the "Call Right"). In connection with the Offering,
TSC and National Union agreed to eliminate their rights of first refusal under
the Shareholders' Agreement with respect to transfers of the other parties'
shares of Common Stock, although TSC will retain its right of first refusal
under the Shareholders' Agreement with respect to the shares held by National
Union that are also subject to the put and call arrangement between TSC and
National Union. In addition, each of the selling stockholders in the Offering
agreed to eliminate its "tag along" rights under the Shareholders' Agreement.
The put and call arrangements between TSC and National Union under the
Shareholders' Agreement remained unchanged. On December 21, 2005, National Union
received a notice from TSC exercising the Call Right for all of the shares of
Common Stock owned by National Union (the "Call Notice") subject to the Call
Right. Pursuant to the exercise of the Call Right, National Union will sell to
TSC 2,352,941 shares of Common Stock at a price of $8.365 per share. The sale
will take place on or before December 31, 2005 on a business day to be mutually
agreed upon by National Union and TSC. A copy of the Call Notice is attached as
Exhibit D hereto and incorporated in its entirety by reference. AIG and National
Union expect to file a subsequent amendment upon the disposition the shares of
Common Stock pursuant to the Call Right.
Except as disclosed herein, none of AIG, National Union, or, to the
best knowledge of AIG, any of the Covered Persons, has any plans or proposals
which relate to or which would result in any of the actions specified in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. However AIG intends to
review its investment in the Company on a continuing basis and may, as part of
this ongoing evaluation of its investment, formulate new plans or proposals
which could relate to or which could result in one or more of the actions
referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D, including,
without limitation, increasing or decreasing of the size of AIG's investment in
the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The information required by these paragraphs is set forth
in items 7 through 11 and 13 of the cover pages of the Amendment No. 2.
(c) Other than as described in this Amendment No. 2, AIG, National
Union, to the best of AIG's knowledge, the Covered Persons, and, based solely on
the information described in the last paragraph of the subsection (a)-(c) and
(f) of Item 2 above, Messrs. Greenberg and Matthews, SICO and Starr and their
respective directors and executive officers, have not engaged in any
transactions in the Common Stock within the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The response to Item 4 of this Amendment No. 2 is incorporated by
reference herein in its entirety.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A) List of Directors and Executive Officers of American International
Group, Inc., National Union Fire Insurance Company of Pittsburgh, Pa., Starr
International Company, Inc. and C.V. Starr & Co., Inc., their business addresses
and principal occupations.
B) Letter Agreement, dated as of November 28, 2005, by and between
National Union Fire Insurance Company of Pittsburgh, Pa. and UBS Securities LLC,
on behalf of itself and the several underwriters.
C) Letter Agreement by and among Perini Corporation, Blum Capital
Partners, L.P., PB Capital Partners, L.P., National Union Fire Insurance Company
of Pittsburgh, Pa., The Union Labor Life Insurance Company, O&G Industries, Inc.
and Tutor-Saliba Corporation, dated as of December 14, 2005.
D) Notice of Exercise of Call Option, dated as of December 21, 2005,
from Tutor-Saliba Corporation.
CUSIP No. 713839 10 8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of us certifies that the information set forth in this amendment to this
statement is true, complete and correct.
Dated: December 22, 2005 AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Kathleen E. Shannon
----------------------------
Name: Kathleen E. Shannon
Title: Senior Vice President and Secretary
NATIONAL UNION FIRE INSURANCE COMPANY OF
PITTSBURGH, PA.,
By: AIG Global Investment Corp., its investment
advisor
By: /s/ FT Chong
----------------------------
Name: FT Chong
Title: Managing Director
CUSIP No. 713839 10 8
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
A List of Directors and Executive Officers of American
International Group, Inc., National Union Fire Insurance
Company of Pittsburgh, Pa., Starr International Company, Inc.
and C.V. Starr & Co., Inc., their business addresses and
principal occupations.
B Letter Agreement, dated as of November 28, 2005, by and
between National Union Fire Insurance Company of Pittsburgh,
Pa. And UBS Securities LLC,, on behalf of itself and the
several underwriters.
C Letter Agreement by and among Perini Corporation, Blum Capital
Partners, L.P., PB Capital Partners, L.P., National Union Fire
Insurance Company of Pittsburgh, Pa., The Union Labor Life
Insurance Company, O&G Industries, Inc. and Tutor-Saliba
Corporation, dated as of December 14, 2005.
D Notice of Exercise of Call Option, dated as of December 21,
2005, from Tutor-Saliba Corporation.
.
.
.
CUSIP No. 713839 10 8
EXHIBIT A
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DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN INTERNATIONAL GROUP, INC.
M. Bernard Aidinoff Director Retired Partner, Sullivan & Sullivan & Cromwell LLP
Cromwell LLP 125 Broad Street
New York, New York 10004
Pei-yuan Chia Director Retired Vice Chairman, c/o 70 Pine Street
Citicorp and Citibank, N.A. New York, New York 10270
Marshall A. Cohen Director Counsel, Cassels, Brock & Cassels, Brock & Blackwell
Blackwell 40 King Street West
20th Floor
Toronto, Ontario M5H 3C2
William S. Cohen Director Chairman and Chief Executive The Cohen Group
Officer, The Cohen Group 1200 19th St., N.W.
Suite 400
Washington, D.C. 20036
Martin S. Feldstein Director Professor of Economics, National Bureau of Economic
Harvard University; Research, Inc.
President and CEO, National 1050 Massachusetts Avenue
Bureau of Economic Research Cambridge, Massachusetts 02138
Ellen V. Futter Director President, American Museum American Museum of Natural History
of Natural History Central Park West at 79th Street
New York, New York 10024
Steven L. Hammerman Director Retired; Former Deputy c/o 70 Pine Street
Commissioner for Legal New York, New York 10270
Matters for the New York
Police Department and Vice
Chairman, Merrill
Lynch & Co., Inc.
Carla A. Hills Director Chairman and CEO, Hills & Company
Hills & Company 901 15th Street, N.W.
Washington, DC 20005
Richard C. Holbrooke Director Vice Chairman, Perseus LLC Perseus LLC
1235 Avenue of the Americas
New York, New York, 10019
Donald P. Kanak Director and Executive Executive Vice Chairman & 70 Pine Street
Officer Chief Operating Officer New York, New York 10270
George L. Miles Director President and Chief 4802 Fifth Avenue
Executive Officer, Pittsburgh, Pennsylvania 15213
WQED Multimedia
CUSIP No. 713839 10 8
Morris W. Offit Director Co-Chief Executive Officer, 65 East 55th Street
Offit Hall Capital New York, New York 10022
Management LLC
Martin J. Sullivan Director and Executive President and Chief 70 Pine Street
Officer Executive Officer New York, New York 10270
Michael H. Sutton Director Consultant; Former Chief c/o 70 Pine Street
Accountant of the United New York, New York 10270
States Securities and
Exchange Commission
Edmund S.W. Tse Director and Executive Senior Vice Chairman - Life American International Assurance
Officer Insurance Co., Ltd.
1 Stubbs Road
Hong Kong
Frank G. Zarb Director Chairman, Frank Zarb 375 Park Avenue
Associates, LLC; New York, New York 10152
Senior Advisor, Hellman &
Friedman LLC
Thomas R. Tizzio Executive Officer Senior Vice Chairman - 70 Pine Street
General Insurance New York, New York 10270
Dr. Jacob A. Frenkel Executive Officer Vice Chairman - Global 70 Pine Street
Economic Strategies New York, New York 10270
Frank G. Wisner Executive Officer Vice Chairman - External 70 Pine Street
Affairs New York, New York 10270
Steven J. Bensinger Executive Officer Executive Vice President & 70 Pine Street
Chief Financial Officer New York, New York 10270
Rodney O. Martin, Jr. Executive Officer Executive Vice President - 2929 Allen Parkway
Life Insurance Houston, Texas 77019
Kristian P. Moor Executive Officer Executive Vice President - 70 Pine Street
Domestic General Insurance New York, New York 10270
Win J. Neuger Executive Officer Executive Vice President & 70 Pine Street
Chief Investment Officer New York, New York 10270
R. Kendall Nottingham Executive Officer Executive Vice President - 70 Pine Street
Life Insurance New York, New York 10270
Robert B. Sandler Executive Officer Executive Vice President - 70 Pine Street
Domestic Personal Lines New York, New York 10270
Nicholas C. Walsh Executive Officer Executive Vice President - 70 Pine Street
Foreign General Insurance New York, New York 10270
Jay S. Wintrob Executive Officer Executive Vice President - AIG Retirement Services, Inc.
Retirement Services 1999 Avenue of the Stars
Los Angeles, California 90067
CUSIP No. 713839 10 8
William N. Dooley Executive Officer Senior Vice President - 70 Pine Street
Financial Services New York, New York 10270
Axel I. Freudmann Executive Officer Senior Vice President - 70 Pine Street
Human Resources New York, New York 10270
David L. Herzog Executive Officer Senior Vice President & 70 Pine Street
Comptroller New York, New York 10270
Robert E. Lewis Executive Officer Senior Vice President & 70 Pine Street
Chief Risk Officer New York, New York 10270
Ernest T. Patrikis Executive Officer Senior Vice President & 70 Pine Street
General Counsel New York, New York 10270
Michael E. Roemer Executive Officer Senior Vice President & 70 Pine Street
Director of Internal Audit New York, New York 10270
Brian T. Schreiber Executive Officer Senior Vice President - 70 Pine Street
Strategic Planning New York, New York 10270
Richard W. Scott Executive Officer Senior Vice President - 70 Pine Street
Investments New York, New York 10270
Kathleen E. Shannon Executive Officer Senior Vice President and 70 Pine Street
Secretary New York, New York 10270
Keith Duckett Executive Officer Vice President - 70 Pine Street
Administration New York, New York 10270
Robert A. Gender Executive Officer Vice President & Treasurer 70 Pine Street
New York, New York 10270
Charlene M. Hamrah Executive Officer Vice President & Director of 70 Pine Street
Investor Relations New York, New York 10270
Peter K. Lathrop Executive Officer Vice President & Director of 70 Pine Street
Taxes New York, New York 10270
Eric N. Litzky Executive Officer Vice President - Corporate 70 Pine Street
Governance New York, New York 10270
Steven A. Rautenberg Executive Officer Vice President - 70 Pine Street
Communications New York, New York 10270
Christopher D. Winans Executive Officer Vice President - Media 70 Pine Street
Relations New York, New York 10270
CUSIP No. 713839 10 8
DIRECTORS AND EXECUTIVE OFFICERS OF
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.
M. Bernard Aidinoff Director Retired Partner Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Steven J. Bensinger Director Executive Vice President and 70 Pine Street
Chief Financial Officer, AIG New York, New York 10270
Charles H. Dangelo Director and Executive Vice President - Senior 70 Pine Street
Officer Reinsurance Officer, AIG New York, New York 10270
David L. Herzog Director Senior Vice President and 70 Pine Street
Comptroller, AIG New York, New York 10270
John W. Keogh Director and Executive President and Chief 70 Pine Street
Officer Executive Officer New York, New York 10270
Robert E. Lewis Director Senior Vice President-Chief 70 Pine Street
Credit Risk Officer, AIG New York, New York 10270
Kristian P. Moor Director and Executive Executive Vice President - 70 Pine Street
Officer Domestic General Insurance, New York, New York 10270
AIG
Win J. Neuger Director and Executive Executive Vice President & 70 Pine Street
Officer Chief Investment Officer, AIG New York, New York 10270
Ernest T. Patrikis Director and Executive Senior Vice President & 70 Pine Street
Officer General Counsel, AIG New York, New York 10270
Robert M. Sandler Director and Executive Executive Vice President, 70 Pine Street
Officer Senior Casualty Actuary, AIG New York, New York 10270
Robert S. Schimek Director and Executive Senior Vice President and 70 Pine Street
Officer Treasurer New York, New York 10270
Nicholas S. Tyler Director Vice President-Foreign 70 Pine Street
General Insurance, AIG New York, New York 10270
Nicholas C. Walsh Director and Executive Executive Vice 70 Pine Street
Officer President-Foreign General New York, New York 10270
Insurance, AIG
Gregory J. Flood Executive Officer Executive Vice President and 70 Pine Street
Chief Operating Officer New York, New York 10270
John R. Benedetto Executive Officer Senior Vice President 70 Pine Street
New York, New York 10270
CUSIP No. 713839 10 8
Christopher V. Blum Executive Officer Senior Vice President 70 Pine Street,
New York, New York 10270
Frank H. Douglas Executive Officer Senior Vice President, AIG 70 Pine Street
New York, New York 10270
Neil A. Faulkner Executive Officer Senior Vice President 70 Pine Street
New York, New York 10270
Heather Fox Executive Officer Senior Vice President and 70 Pine Street
Chief Underwriting Officer New York, New York 10270
Irwin H. Goldfarb Executive Officer Senior Vice President 70 Pine Street
New York, New York 10270
Kenneth V. Harkins Executive Officer Senior Vice President & 70 Pine Street
General Counsel New York, New York 10270
Brian R. Inselberg Executive Officer Senior Vice President 70 Pine Street
New York, New York 10270
Paul Lavelle Executive Officer Senior Vice President 70 Pine Street
New York, New York 10270
Peter J. McKenna Executive Officer Senior Vice President 70 Pine Street
New York, New York 10270
Scott A. Meyer Executive Officer Senior Vice President 70 Pine Street
New York, New York 10270
John A. Rudolf Executive Officer Senior Vice President 70 Pine Street
New York, New York 10270
Charles R. Schader Executive Officer Senior Vice President - 70 Pine Street
Worldwide Claims, AIG New York, New York 10270
Michael W. Smith Executive Officer Senior Vice President 70 Pine Street
New York, New York 10270
Mark T. Willis Executive Officer Vice President-Domestic 70 Pine Street
General Insurance, AIG New York, New York 10270
Douglas M. Worman Executive Officer Senior Vice President 70 Pine Street
New York, New York 10270
CUSIP No. 713839 10 8
DIRECTORS AND EXECUTIVE OFFICERS OF STARR INTERNATIONAL COMPANY, INC.
Maurice R. Greenberg Chairman of the Board and Chairman of the Board and 399 Park Avenue
Director Director, Starr 17th Floor
International Company, Inc. New York, New York 10022
and C.V. Starr & Co., Inc.;
Chief
Executive Officer, C.V.
Starr & Co., Inc.; Trustee
of C.V. Starr & Co., Inc.
Trust;
Member, Director and
Chairman of the Board, The
Starr Foundation
Edward E. Matthews Managing Director Managing Director, Starr 399 Park Avenue
International Company, Inc.; 17th Floor
Director and President, C.V. New York, New York 10022
Starr & Co., Inc.; Trustee,
C.V. Starr & Co., Inc.
Trust; Member and Director,
The Starr Foundation
L. Michael Murphy President and Director President and Director, Mercury House
Starr International Company, 101 Front Street,
Inc. Hamilton HM12, Bermuda
Houghton Freeman Director President, Freeman 499 Taber Hill Road
Foundation Stowe, VT 05672
Howard I. Smith Director Vice Chairman-Finance and 399 Park Avenue
Secretary, C.V. Starr & Co., 17th Floor
Inc. New York, NY 10022
John J. Roberts Director Senior Advisor, American Concordia Farms
International Group, Inc. P.O. Box 703
Easton, MD 21601
Ernest Stempel Director Senior Advisor and Honorary 70 Pine Street
Director, American New York, NY 10270
International Group, Inc.
Cesar Zalamea Director President and Chief Suite 1405-7
Executive Officer, Starr Two Exchange Square
International Company (Asia) 8 Connaught Place
Limited Central, Hong Kong
CUSIP No. 713839 10 8
DIRECTORS AND EXECUTIVE OFFICERS OF C.V. STARR & CO., INC.
Maurice R. Greenberg Chairman of the Board, (See above) (See above)
Director and Chief
Executive Officer
Howard I. Smith Vice Chairman-Finance and (See above) (See above)
Secretary
Edward E. Matthews President and Director (See above) (See above)
J. Christopher Flowers Director Chairman of the Board of 717 Fifth Avenue
Directors, J.C. Flowers and 26th Floor
Co. LLC New York, NY 10022
Houghton Freeman Director (See above) (See above)
Thomas Kempner Director Chairman and Chief Executive 61 Broadway
Officer of Loeb Partners Room 2450
Corporation New York, NY 10006
John J. Roberts Director (See above) (See above)
Cesar Zalamea Director (See above) (See above)
CUSIP No. 713839 10 8
EXHIBIT B
---------
Perini Corporation
Common Stock
($1.00 Par Value)
November 28, 2005
UBS Securities LLC
As Representative of the several Underwriters
c/o UBS Securities LLC
299 Park Avenue
New York, New York 10171
Ladies and Gentlemen:
This Lock-Up Letter Agreement is being delivered to you in connection with
the proposed Underwriting Agreement (the "Underwriting Agreement") to be entered
into by Perini Corporation (the "Company") and you, as Representative of the
several Underwriters named therein, with respect to the public offering (the
"Offering") of Common Stock, par value $1.00 per share, of the Company (the
"Common Stock").
In order to induce you to enter into the Underwriting Agreement, the
undersigned agrees that for a period from the date hereof until the end of 90
days after the date of the final prospectus supplement relating to the Offering
(the initial "Lock-Up Period"), the undersigned will not, without the prior
consent of UBS Securities LLC ("UBS"), offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, any additional shares of Common
Stock or securities convertible into or exchangeable or exercisable for any
shares of Common Stock, enter into a transaction which would have the same
effect, or enter into any swap, hedge or other arrangement that transfers, in
whole or part, any of the economic consequences of ownership of Common Stock,
whether any such aforementioned transaction is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise, or publicly
disclose the intention to make any such offer, sale, pledge or disposition, or
enter into any such transaction, swap, hedge or other arrangement; provided,
however, that if (i) during the last 17 days of the initial Lock-Up Period, the
Company releases earnings results or announces material news or a material event
or (ii) prior to the expiration of the initial Lock-Up Period, the Company
announces that it will release earnings results during the 16-day period
beginning on the last day of the initial Lock-Up Period, then in each case the
Lock-Up Period will be automatically extended until the expiration of the 18-day
period beginning on the date of release of the earnings results or the
announcement of the material news or material event, as applicable, unless UBS
waives, in writing, such extension.
Any Common Stock received upon exercise of options granted to the
undersigned will also be subject to this Agreement. Notwithstanding the
foregoing, the restrictions contained in the previous paragraph shall not apply
to (i) the shares of Common Stock proposed to be sold by the undersigned
pursuant to the Underwriting Agreement; (ii) transactions by any person relating
to shares of Common Stock or other securities of the Company acquired in open
market transactions after the completion of the Offering; (iii) transfers of
shares of Common Stock or any security convertible into or exercisable or
exchangeable for Common Stock of the Company as a bona fide gift or gifts; (iv)
transfers or distributions of shares of Common Stock or any security convertible
into or exercisable or exchangeable into Common Stock of the Company to
affiliates (as defined in Rule 405 under the Securities Act); (v) if the
undersigned is a partnership or corporation, a distribution to the partners or
shareholders thereof; (vi) transfers by the undersigned or its distributee or
transferee of Common Stock or securities convertible into or exercisable or
exchangeable for Common Stock of the Company to a family member of the
undersigned or such distributee or transferee or trust created for the benefit
of the undersigned or such distributee or transferee or family member of the
undersigned or such distributee or transferee; or (vii) transfers by the
undersigned to Tutor-Saliba Corporation, a California corporation ("TSC") of
Put/Call Shares (as defined in the Shareholders' Agreement dated as of March 29,
2000, by and among the Company, the undersigned, TSC and the other parties
thereto (the "Shareholders' Agreement")) in connection with the exercise of the
put/call arrangement with TSC, pursuant to Articles III and IV of the
Shareholders' Agreement; provided, that in the case of any transfer or
distribution pursuant to clauses (iii) through (vii), such transferee or
distributee shall execute and deliver to UBS an agreement to be bound by the
restrictions set forth above prior to such transfer or distribution, as the case
may be.
CUSIP No. 713839 10 8
In addition, the undersigned hereby waives any rights the undersigned may
have to require registration of Common Stock in connection with the filing of a
registration statement relating to the Offering. The undersigned further agrees
that, for a period from the date hereof until the end of 90 days after the date
of the final prospectus supplement relating to the Offering, the undersigned
will not, without the prior written consent of UBS, make any demand for, or
exercise any right with respect to, the registration of Common Stock of the
Company or any securities convertible into or exercisable or exchangeable for
Common Stock, or warrants or other rights to purchase Common Stock.
If (i) the Company notifies you in writing that it does not intend to
proceed with the Offering; (ii) the registration statement filed with the
Securities and Exchange Commission with respect to the Offering is withdrawn or
(iii) for any reason the Underwriting Agreement shall be terminated prior to the
time of purchase (as defined in the Underwriting Agreement), this Lock-Up Letter
Agreement shall be terminated and the undersigned shall be released from its
obligations hereunder.
Yours very truly,
NATIONAL UNION FIRE INSURANCE COMPANY OF
PITTSBURGH, PA.,
By: AIG Global Investment Corp.,
its investment advisor
/S/ FT CHONG
-----------------------------------
Name: FT Chong
Title: Managing Director
CUSIP No. 713839 10 8
EXHIBIT C
---------
LETTER AGREEMENT
December 14, 2005
This will confirm the agreement among the undersigned parties regarding certain
matters in connection with the resale of up to 5,798,739 shares of common stock,
par value $1.00 per share (the "SHARES"), of Perini Corporation, a Massachusetts
corporation (the "COMPANY") and the offering of such Shares (the "OFFERING") by
a syndicate of underwriters (the "UNDERWRITERS") under the Registration
Statement on Form S-1, as amended (File No. 333-117344). Notwithstanding the
terms of the Registration Rights Agreement dated March 29, 2000 (the
"REGISTRATION RIGHTS AGREEMENT") by and among the Company, Blum Capital
Partners, L.P. ("Blum Capital"), PB Capital Partners, L.P. ("PB Capital"), The
Common Fund for Non-Profit Organizations, National Union Fire Insurance Company
of Pittsburgh, Pa. ("National Union"), The Union Labor Life Insurance Company,
acting on behalf of its Separate Account P ("ULLICO") O&G Industries, Inc.
("O&G"), Tutor-Saliba Corporation ("TSC") and Ronald N. Tutor, for purposes of
the Offering, the parties hereto agree as follows:
1. SCHEDULE I attached hereto sets forth (a) the names of the selling
stockholders participating in the Offering (the "SELLING STOCKHOLDERS");
(b) the total number of Shares (excluding the Shares to be sold if the
Underwriters' over-allotment option is exercised) proposed to be offered
by each of the Selling Stockholders in the Offering and (c) the total
number of Shares proposed to be offered by each of the Selling
Stockholders in the Offering for purchase by the Underwriters to cover any
over-allotment of Shares (the total number of Shares to be offered by each
Selling Stockholder under both (a) and (b) together is referred to as such
Selling Stockholder's "OFFERED SHARES").
2. The Company will only pay reasonable fees and disbursements of up to (i)
$20,000 to counsel retained by O&G, (ii) $20,000 to counsel retained by
TSC, and (iii) $45,000 in the aggregate to counsel retained by National
Union, Blum Capital, PB Capital and ULLICO, in connection with the
Offering.
3. As provided in Section 3.1 of the Registration Rights Agreement, UBS
Investment Bank, the lead underwriter for the Offering ("UBS"), may limit
the number of Shares to be sold in the Offering to the Saleable Number (as
defined in the Registration Rights Agreement). In the event that UBS
determines that all of the Shares proposed to be sold by the Selling
Stockholders cannot be included in the Offering, then there shall be
included in the Offering that number of each Selling Stockholder's Offered
Shares equal to the product of (a) the Saleable Number, multiplied by (b)
a fraction, the numerator of which is the number of such Selling
Stockholder's Offered Shares and the denominator of which is 5,798,739.
4. Each of the undersigned hereby waives any and all of its rights under
Articles V and VI of the Shareholders' Agreement dated as of March 29,
2000 (the "SHAREHOLDERS' AGREEMENT"), (including, without limitation, any
right to receive notice of or to purchase or sell any shares of common
stock of the Company) solely in connection with the Offering. Effective
and conditioned upon the closing of the Offering, each of the undersigned
hereby irrevocably waives all of its respective rights under Article V of
the Shareholders' Agreement, provided that TSC does not waive and
expressly reserves all of its rights with respect to the Put/Call Shares
(as defined in the Shareholders' Agreement), including, without
limitation, the rights relating to the continuation of the Put Option and
Call Option (each as defined in the Shareholders' Agreement) as set forth
in Section 5.04 of the Shareholders' Agreement. Effective and conditioned
upon the closing of the Offering, each of the undersigned hereby
irrevocably waives all of its respective rights under Article VI of the
Shareholders' Agreement, provided that TSC does not waive and expressly
reserves all of its rights with respect to the Put/Call Shares (as defined
in the Shareholders' Agreement), including, without limitation, the rights
relating to the continuation of the Call Option (as defined in the
Shareholders' Agreement) as set forth in Section 6.02 of the Shareholders'
Agreement.
This letter agreement shall not obligate any of the Selling Stockholders to sell
any Shares in the Offering.
This letter agreement may be executed in any number of counterparts, each of
which shall constitute an original and all of which counterparts together shall
constitute one agreement.
[Remainder of page intentionally left blank.]
CUSIP No. 713839 10 8
PERINI CORPORATION
By: /s/ Susan C. Mellace
--------------------------------------------------
Name: Susan C. Mellace
Title: VP & Treasurer
BLUM CAPITAL PARTNERS, L.P.
By: Richard C. Blum & Associates, Inc.,
its general partner
By: /s/ Gregory D. Hitchan
--------------------------------------------------
Name: Gregory D. Hitchan
Title: General Counsel & Secretary
PB CAPITAL PARTNERS, LP
By: Blum Capital Partners, L.P., its general
partner
By: Richard C. Blum & Associates, Inc.,
its general partner
By: /s/ Gregory D. Hitchan
--------------------------------------------------
Name: Gregory D. Hitchan
Title: General Counsel & Secretary
NATIONAL UNION FIRE INSURANCE
COMPANY OF PITTSBURGH, PA.
By: AIG Global Investment Corp., as investment
advisor
By: /s/ FT Chong
--------------------------------------------------
Name:
Title:
CUSIP No. 713839 10 8
THE UNION LABOR LIFE INSURANCE COMPANY,
ACTING ON BEHALF OF ITS SEPARATE ACCOUNT P
By: /s/ Joseph R. Linehan
--------------------------------------------------
Name: Joseph R. Linehan
Title: Vice President
O & G INDUSTRIES, INC.
By: /s/ Raymond R. Oneglia
--------------------------------------------------
Name: Raymond R. Oneglia
Title: Vice Chairman
TUTOR-SALIBA CORPORATION
By: /s/ William B. Sparks
--------------------------------------------------
Name: William B. Sparks
Title: Sr. Vice President
/s/ Ronald N. Tutor
- -------------------------------------------------------
Ronald N. Tutor
CUSIP No. 713839 10 8
SCHEDULE I
NUMBER OF SHARES
NUMBER OF SHARE ALLOCATED FOR
SELLING STOCKHOLDER OFFERED OVER-ALLOTMENT
- ------------------- --------------- ----------------
Blum Capital Partners, L.P. 5,743 862
PB Capital Partners, L.P. 2,661,514 399,227
National Union Fire Insurance Company
of Pittsburgh, PA 266,874 40,031
O&G Industries, Inc. 608,696 91,304
The Union Labor Life Insurance Company,
acting on behalf of its Separate Account P 195,207 29,281
Tutor-Saliba Corporation 1,304,348 195,652
TOTAL 5,042,382 756,357
VIA FACSIMILE AND REGISTERED MAIL
December 21, 2005
National Union Fire Insurance Company
of Pittsburgh, PA
c/o AIG Global Investment Corp.
599 Lexington Avenue, 25th Floor
New York, NY 10022
Facsimile: 646/735-0795
Attention: Christopher H. Lee
Subject: Notice of Exercise of Call Option
Gentlemen:
Pursuant to the Shareholders' Agreement dated as of March 29, 2000 (the
"Agreement"), by and among Tutor-Saliba Corporation ("TSC"), Ronald N. Tutor,
National Union Fire Insurance Company of Pittsburgh, PA ("National Union"), O &
G Industries, Inc., BLUM Capital Partners, L.P., PB Capital Partners, L.P., The
Common Fund for Non-Profit Organizations, and The Union Labor Life Insurance
Company, and Perini Corporation, TSC holds a Call Option on 2,352,941 shares of
Perini common stock held by National Union. Capitalized terms used and not
otherwise defined shall have the same meaning given such terms in the Agreement.
You are hereby given Call Notice pursuant to Section 4.03 of the Agreement. TSC
hereby exercises its Call Option for the Call Price, which, pursuant to Section
4.04 of the Agreement, is $8.365 per share for a Call Closing on or before
December 31, 2005.
We would appreciate your acknowledgment of receipt of this correspondence and
your contacting us so that a mutually agreed upon Call Closing can be
established for a date as soon as practicable pursuant to Section 4.05 of the
Agreement.
Sincerely,
TUTOR-SALIBA CORPORATION
/s/ John D. Barrett
- ------------------------
John D. Barrett
Senior Vice President
cc: John P. Hornbostel - American International Group, Inc.
