UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Perini Corporation
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
713839 10 8
----------------------------------------------------
(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
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 16, 2004
-------------------------------------------------------
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 713839 10 8
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AMERICAN INTERNATIONAL GROUP, INC.
IRS ID No. 13-2592361
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=====================================================================
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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SOURCE OF FUNDS
4
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Incorporated in the State of Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
- --------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,668,213
EACH REPORTING
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PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
2,668,213
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,668,213
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.58%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
HC, CO
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SCHEDULE 13D
CUSIP NO. 713839 10 8
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.
IRS ID No. 25-0687550
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=====================================================================
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Incorporated in the Commonwealth of Pennsylvania
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
- --------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,659,846
EACH REPORTING
- --------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
2,659,846
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,659,846
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.54%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IC
- --------------------------------------------------------------------------------
Item 1. Security and Issuer.
This Amendment No. 1 ("Amendment No. 1") amends and supplements the
Statement on Schedule 13D, dated February 5, 2000, relating to the Common Stock,
$1.00 par value ("Common Stock"), of Perini Corporation, a Massachusetts
corporation (the "Company"). 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 principal executive
offices of AIG and National Union are located at 70 Pine Street, New York, New
York 10270. In addition, the 2,668,213 shares of Common Stock owned by AIG
include 8,367 shares of Common Stock held by certain investment advisor
subsidiaries of AIG on behalf of their clients. 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 States and abroad. AIG's primary
activities include both general and life insurance operations. Other significant
activities include financial services, and retirement services and asset
management.
Starr International Company, Inc., a private holding company
incorporated in Panama ("SICO"), The Starr Foundation, a New York not-for-profit
corporation ("The Starr Foundation"), and C.V. Starr & Co., Inc., a Delaware
corporation ("Starr"), have the right to vote approximately 11.9%, 2.0% and
1.8%, respectively, of the outstanding common stock of AIG. The principal
executive offices of SICO are located at 29 Richmond Road, Pembroke HM08,
Bermuda. The principal executive offices of The Starr Foundation and Starr are
located at 70 Pine Street, New York, New York 10270. The names of the directors
and executive officers ("Covered Persons") of AIG, National Union, SICO, The
Starr Foundation and Starr, their business addresses and principal occupations
are set forth in Exhibit A attached hereto, which is incorporated herein by
reference in its entirety. The business address indicated for each Covered
Person is also the address of the principal employer of such Covered Person.
Each of the Covered Persons is a citizen of the United States, except for
Messrs. Manton, Sullivan and Tse, who are British Subjects, Mr. Johnson, who is
a British National, and Mr. Marshall A. Cohen, who is a Canadian citizen.
(d) and (e). During the last five years, none of AIG, National Union,
SICO, Starr Foundation or 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.
Item 4. Purpose of Transaction.
On April 16, 2004, National Union sold 2,046,036 shares of the
Common Stock, at a price per share of $15.00, in a public offering (the
"Offering") pursuant to the Company's registration statement on Form S-1,
Registration No. 333-111338. National Union also agreed with the underwriters of
the Offering to sell an additional 306,905 shares of the Common Stock, at a
price per share of $15.00, to cover over-allotments by the underwriters.
Also, in connection with the Offering, National Union entered
into a letter agreement dated December 17, 2003 (the "Lock-Up Letter") with
Credit Suisse First Boston LLC (acting on behalf of itself and the several
underwriters of the Offering), pursuant to which, among other things, 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 Credit Suisse First Boston 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. 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.
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. 1.
(c) Other than as described in this Amendment No. 1, AIG, National
Union, SICO, The Starr Foundation and Starr, and, to the best of AIG's
knowledge, the Covered Persons, 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, Understanding or Relationships with
Respect to Securities of the Issuer.
The response to Item 4 of this Amendment No. 1 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.,
The Starr Foundation and C.V. Starr & Co., Inc.
B Letter Agreement, dated as of December 17, 2003, by and
between National Union Fire Insurance Company of Pittsburgh,
Pa. and Credit Suisse First Boston LLC, on behalf of itself
and the several underwriters
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 28, 2004
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Win J. Neuger
----------------------------------------
Name: Win J. Neuger
Title: Executive Vice President and
Chief Investment Officer
NATIONAL UNION FIRE INSURANCE COMPANY OF
PITTSBURGH, PA.
By: /s/ Win J. Neuger
-----------------------------------------
Name: Win J. Neuger
Title: Vice President
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., The Starr Foundation and C.V. Starr
& Co., Inc.
B Letter Agreement, dated as of December 17, 2003, by and between
National Union Fire Insurance Company of Pittsburgh, Pa. and Credit
Suisse First Boston LLC, on behalf of itself and the several
underwriters
.
.
.
EXHIBIT A
AMERICAN INTERNATIONAL GROUP, INC.
M. Bernard Aidinoff Director Retired Partner Sullivan & Cromwell, 125 Broad
Street, New York, New York 10004
Pei-yuan Chia Director Retired Vice Chairman, Citicorp and c/o 70 Pine Street, New York, New
Citibank, N.A. York 10270
Marshall A. Cohen Director Counsel, Cassels, Brock & Blackwell Cassels, Brock & Blackwell, 40 King
Street West, 20th Floor, Toronto,
Ontario M5H 3C2
William S. Cohen Director Chairman and Chief Executive The Cohen Group, 1200 19th St.,
Officer, The Cohen Group N.W., Suite 400, Washington, D.C.
20036
Martin S. Feldstein Director Professor of Economics, Harvard National Bureau of Economic
University Research, Inc., 1050 Massachusetts
Avenue, Cambridge, Massachusetts
02138
Ellen V. Futter Director President, American Museum of American Museum of Natural History,
Natural History Central Park West at 79th Street,
New York, New York 10024
M. R. Greenberg Director and Executive Officer Chairman & Chief Executive Officer 70 Pine Street, New York, New York
10270
Carla A. Hills Director Chairman and CEO, Hills & Company Hills & Company, 1200 19th Street,
N.W., 5th Floor, Washington, DC
20036
Richard C. Holbrooke Director Vice Chairman, Perseus LLC Perseus LLC, 888 7th Avenue, 29th
Floor, New York, New York 10106
Frank J. Hoenemeyer Director Financial Consultant 7 Harwood Drive, Madison, New Jersey
07940
Howard I. Smith Director and Executive Officer Vice Chairman, Chief Administrative 70 Pine Street, New York, New York
Officer & Chief Financial Officer 10270
Martin J. Sullivan Director and Executive Officer Vice Chairman & Co-Chief Operating 70 Pine Street, New York, New York
Officer 10270
Thomas R. Tizzio Executive Officer Senior Vice Chairman - General 70 Pine Street, New York, New York
Insurance 10270
Edmund S.W. Tse Director and Executive Officer Senior Vice Chairman American International Assurance
Co., Ltd., 1 Stubbs Road, Hong Kong
Jay S. Wintrob Director and Executive Officer Executive Vice President - AIG Retirement Services, Inc., 1
Retirement Savings SunAmerica Center, 1999 Avenue of
the Stars, Los Angeles, California
90067
Frank G. Wisner Director and Executive Officer Vice Chairman - External Affairs 70 Pine Street, New York, New York
10270
Frank G. Zarb Director Former Chairman NASD and The NASDAQ The NASDAQ Stock Market, Inc., Four
Stock Market, Inc. Times Square, New York, New York
10036
John A. Graf Executive Officer Executive Vice President - 70 Pine Street, New York, New York
Retirement Savings 10270
Donald Kanak Executive Officer Vice Chairman & Co-Chief Operating 70 Pine Street, New York, New York
Officer 10270
Rodney O. Martin, Jr. Executive Officer Executive Vice President - Life 2929 Allen Parkway, Houston, Texas
Insurance 77019
Win J. Neuger Executive Officer Executive Vice President & Chief 70 Pine Street, New York, New York
Investment Officer 10270
Kristian P. Moor Executive Officer Executive Vice President - Domestic 70 Pine Street, New York, New York
General Insurance 10270
R. Kendall Nottingham Executive Officer Executive Vice President - Life 70 Pine Street, New York, New York
Insurance 10270
Robert B. Sandler Executive Officer Executive Vice President, Senior 70 Pine Street, New York, New York
Casualty Actuary & Senior Claims 10270
Officer
-2-
William N. Dooley Executive Officer Senior Vice President - Financial 70 Pine Street, New York, New York
Services 10270
Lawrence W. English Executive Officer Senior Vice President - 70 Pine Street, New York, New York
Administration 10270
Axel I. Freudmann Executive Officer Senior Vice President - Human 70 Pine Street, New York, New York
Resources 10270
Richard W. Scott Executive Officer Senior Vice President - Investments 70 Pine Street, New York, New York
10270
Robert E. Lewis Executive Officer Senior Vice President & Chief 70 Pine Street, New York, New York
Credit Officer 10270
Ernest T. Patrikis Executive Officer Senior Vice President & General 70 Pine Street, New York, New York
Counsel 10270
Kathleen E. Shannon Executive Officer Senior Vice President and Secretary 70 Pine Street, New York, New York
10270
Brian T. Schreiber Executive Officer Senior Vice President - Strategic 70 Pine Street, New York, New York
Planning 10270
Steven J. Bensinger Executive Officer Vice President & Treasurer 70 Pine Street, New York, New York
10270
Michael J. Castelli Executive Officer Vice President & Comptroller 70 Pine Street, New York, New York
10270
Keith Duckett Executive Officer Vice President & Director of 70 Pine Street, New York, New York
Internal Audit 10270
Peter K. Lathrop Executive Officer Vice President & Director of Taxes 70 Pine Street, New York, New York
10270
Charles M. Lucas Executive Officer Vice President & Director of Market 70 Pine Street, New York, New York
Risk Management 10270
Steven A. Rautenberg Executive Officer Vice President - Communications 70 Pine Street, New York, New York
10270
-3-
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.
M. Bernard Aidinoff Director Retired Partner Sullivan & Cromwell, 125 Broad
Street, New York, New York 10004
Charles D'Angelo Director and Executive Officer Vice President - Domestic General 70 Pine Street, New York, New York
Insurance, AIG 10270
John Q. Doyle Director and Executive Officer Vice President - Domestic General 70 Pine Street, New York, New York
Insurance, AIG 10270
M. R. Greenberg Director Chairman & Chief Executive Officer, 70 Pine Street, New York, New York
AIG 10270
Robert P. Jacobson Director and Executive Officer Executive Vice President and 70 Pine Street, New York, New York
Treasurer 10270
John W. Keogh Director and Executive Officer President and Chief Executive 70 Pine Street, New York, New York
Officer 10270
Edward E. Matthews Director Senior Advisor, AIG 70 Pine Street, New York, New York
10270
Kristian P. Moor Director and Executive Officer Executive Vice President - Domestic 70 Pine Street, New York, New York
General Insurance, AIG 10270
Win J. Neuger Director and Executive Officer Executive Vice President & Chief 70 Pine Street, New York, New York
Investment Officer, AIG 10270
Ernest T. Patrikis Director and Executive Officer Senior Vice President & General 70 Pine Street, New York, New York
Counsel, AIG 10270
Robert M. Sandler Director and Executive Officer Executive Vice President, Senior 70 Pine Street, New York, New York
Casualty Actuary & Senior Claims 10270
Officer, AIG
Thomas R. Tizzio Director and Executive Officer Senior Vice Chairman - General 70 Pine Street, New York, New York
Insurance, AIG 10270
-4-
Gregory J. Flood Executive Officer Executive Vice President and Chief 70 Pine Street, New York, New York
Operating Officer 10270
Robert J. Beier Executive Officer Senior Vice President and 70 Pine Street, New York, New York
Comptroller 10270
Frank H. Douglas Executive Officer Vice President & Casualty Actuary, 70 Pine Street, New York, New York
AIG 10270
Heather Fox Executive Officer Senior Vice President and Chief 70 Pine Street, New York, New York
Underwriting Officer 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 & General 70 Pine Street, New York, New York
Counsel 10270
Brian 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
Vincent J. Masucci Executive Officer Senior Vice President 70 Pine Street, New York, New York
10270
Peter 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 A. Schader Executive Officer Senior Vice President - Worldwide 70 Pine Street, New York, New York
Claims, AIG 10270
Michael W. Smith Executive Officer Senior Vice President 70 Pine Street, New York, New York
10270
Nicholas C. Walsh Executive Officer Senior Vice President - Foreign 70 Pine Street, New York, New York
General Insurance, AIG 10270
Mark T. Willis Executive Officer Senior Vice President 70 Pine Street, New York, New York
10270
-5-
Douglas M. Worman Executive Officer Senior Vice President 70 Pine Street, New York, New York
10270
STARR INTERNATIONAL COMPANY, INC.
William N. Dooley Director Senior Vice President - Financial 70 Pine Street, New York, New York
Services, AIG 10270
M. R. Greenberg Director & Chairman of the Chairman & Chief Executive Officer, 70 Pine Street, New York, New York
Board AIG 10270
Joseph C. H. Johnson Director & President President & Chief Executive Officer American International Building, 29
of American International Company Richmond Road, Pembroke HM08 Bermuda
Limited
Donald Kanak Director Vice Chairman & Co-Chief Operating 70 Pine Street, New York, New York
Officer, AIG 10270
Kevin Kelley Director Senior Vice President Domestic 70 Pine Street, New York, New York
General Insurance, AIG 10270
Edward E. Matthews Director Senior Advisor, AIG 70 Pine Street, New York, New York
10270
Kristian P. Moor Director Executive Vice President - 70 Pine Street, New York, New York
Domestic General Insurance, AIG 10270
L. Michael Murphy Director, Vice President & Executive Vice President, Secretary American International Building, 29
Secretary and General Counsel, American Richmond Road, Pembroke HM08,
International Company, Limited Bermuda
Win J. Neuger Director Executive Vice President & Chief 70 Pine Street, New York, New York
Investment Officer, AIG 10270
R. Kendall Nottingham Director Executive Vice President - Life 70 Pine Street, New York, New York
Insurance, AIG 10270
-6-
Robert M. Sandler Director Executive Vice President - Senior 70 Pine Street, New York, New York
Casualty Actuary & Senior Claims 10270
Officer, AIG
Howard I. Smith Director Vice Chairman, Chief Administrative 70 Pine Street, New York, New York
Officer & Chief Financial Officer, 10270
AIG
Martin J. Sullivan Director Vice Chairman & Co-Chief Operating 70 Pine Street, New York, New York
Officer, AIG 10270
Thomas R. Tizzio Director Senior Vice Chairman - General 70 Pine Street, New York, New York
Insurance, AIG 10270
Edmund S.W. Tse Director Senior Vice Chairman & Co-Chief 1 Stubbs Road, Hong Kong
Operating Officer, AIG
Jay S. Wintrob Director Executive Vice President - 1 SunAmerica Center, Los Angeles,
Retirement Savings, AIG California 90067
Stuart Osborne Treasurer Vice President, American American International Building, 29
International Company, Limited Richmond Road, Pembroke HM08,
Bermuda
THE STARR FOUNDATION
M. R. Greenberg Director and Chairman Chairman & Chief Chairman Executive 70 Pine Street, New York, New York
Officer, AIG 10270
Florence A. Davis Director and President Director and President 70 Pine Street, New York, New York
10270
T. C. Hsu Director Director 70 Pine Street, New York, New York
10270
Edwin A.G. Manton Director Senior Advisor, AIG 70 Pine Street, New York, New York
10270
Edward E. Matthews Director Senior Advisor, AIG 70 Pine Street, New York, New York
10270
John J. Roberts Director Senior Advisor, AIG 70 Pine Street, New York, New York
10270
-7-
Howard I. Smith Director and Treasurer Vice Chairman, Chief Administrative 70 Pine Street, New York, New York
Officer & Chief Financial Officer, 10270
AIG
Ernest E. Stempel Director Senior Advisor, AIG 70 Pine Street, New York, New York
10270
Edmund S.W. Tse Director Senior Vice Chairman & Co-Chief 1 Stubbs Road, Hong Kong
Operating Officer, AIG
Gladys Thomas Vice President and Secretary Vice President and Secretary 70 Pine Street, New York, New York
10270
C.V. STARR & CO.
William N. Dooley Director Senior Vice President - Financial 70 Pine Street, New York, New York
Services, AIG 10270
M. R. Greenberg Director, President & Chief Chairman & Chief Executive Officer, 70 Pine Street, New York, New York
Executive Officer AIG 10270
Donald Kanak Director Vice Chairman & Co-Chief Operating 70 Pine Street, New York, New York
Officer, AIG 10270
Kevin Kelley Director Senior Vice President- Domestic 70 Pine Street, New York, New York
General Insurance, AIG 10270
Edward E. Matthews Director & Senior Vice Senior Advisor, AIG 70 Pine Street, New York, New York
President 10270
Kristian P. Moor Director Executive Vice President - Domestic 70 Pine Street, New York, New York
General Insurance, AIG 10270
Win J. Neuger Director Executive Vice President & Chief 70 Pine Street, New York, New York
Investment Officer, AIG 10270
R. Kendall Nottingham Director Executive Vice President - Life 70 Pine Street, New York, New York
Insurance, AIG 10270
-8-
Robert M. Sandler Director & Vice President Executive Vice President - Senior 70 Pine Street, New York, New York
Casualty Actuary & Senior Claims 10270
Officer, AIG
Howard I. Smith Director & Senior Vice Vice Chairman, Chief Administrative 70 Pine Street, New York, New York
President Officer & Chief Financial Officer, 10270
AIG
Martin J. Sullivan Director Vice Chairman & Co-Chief Operating 70 Pine Street, New York, New York
Officer, AIG 10270
Thomas R. Tizzio Director & Senior Vice Senior Vice Chairman General 70 Pine Street, New York, New York
President Insurance, AIG 10270
Edmund S.W. Tse Director & Senior Vice Senior Vice Chairman & Co-Chief 1 Stubbs Road, Hong Kong
President Operating Officer, AIG
Jay S. Wintrob Director Executive Vice President Retirement 1 SunAmerica Center, Los Angeles,
Savings, AIG California 90067
Michael D. Warantz Treasurer Treasurer 70 Pine Street, New York, New York
10270
Kathleen E. Shannon Secretary Senior Vice President and 70 Pine Street, New York, New York
Secretary, AIG 10270
-9-
EXHIBIT B
December 17, 2003
Perini Corporation
73 Mt. Wayte Avenue
Framingham, Massachusetts 01701
Credit Suisse First Boston LLC
D.A. Davidson & Co.
Morgan Joseph & Co. Inc.
c/o Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, NY 10010-3629
Dear Sirs:
As an inducement to the Underwriters to execute the
Underwriting Agreement, pursuant to which an offering will be made that is
intended to result in an orderly market for the common stock, par value $1.00
(the "SECURITIES") of Perini Corporation, and any successor (by merger or
otherwise) thereto, (the "COMPANY"), the undersigned hereby agrees that from the
date hereof and until 90 days after the public offering date set forth on the
final prospectus used to sell the Securities (the "PUBLIC OFFERING DATE")
pursuant to the Underwriting Agreement, except for the Securities, if any, owned
beneficially by the undersigned which are included in the Underwriting
Agreement, the undersigned will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, any shares of Securities or
securities convertible into or exchangeable or exercisable for any shares of
Securities, 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 the Securities, whether any
such aforementioned transaction is to be settled by delivery of the Securities
or such other securities, in cash or otherwise, or 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, without, in each case,
the prior written consent of Credit Suisse First Boston LLC. In addition, the
undersigned agrees that, without the prior written consent of Credit Suisse
First Boston LLC, it will not, during the period commencing on the date hereof
and ending 90 days after the Public Offering Date, make any demand for or
exercise any right with respect to, the registration of any Securities or any
security convertible into or exercisable or exchangeable for the Securities.
Any Securities received upon exercise of options granted to
the undersigned will also be subject to this Agreement. Any Securities acquired
by the undersigned in the open market will not be subject to this Agreement. A
transfer of Securities to a family member or trust may be made, provided the
transferee agrees to be bound in writing by the terms of this Agreement prior to
such transfer. The restrictions contained in this Agreement shall not apply to
(A) the Securities to be sold pursuant to the Underwriting Agreement, (B)
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 of the Securities; (C) 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; (D) 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); (E) if the signatory hereto is a
partnership or corporation, a distribution to the partners or shareholders
thereof, or (F) transfers by the signatory 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 such signatory or its
distributee or transferee or trust created for the benefit of such signatory or
its distributee or transferee or family member of such signatory or its
distributee or transferee; provided, that in the case of any transfer or
distribution pursuant to clauses (C) through (F), such transferee or distributee
shall
execute and deliver to CSFB an agreement to be bound by the restrictions set
forth above prior to such transfer or distribution, as the case may be, and no
filing by any party (transferor, transferee, distributor or distributee) under
the Securities Exchange Act of 1934, as amended, shall be required or shall be
voluntarily made in connection with such transfer or distribution (other than
filings that would be permitted to be, and are, made after the expiration of the
90-day period referred to above).
In furtherance of the foregoing, the Company and its transfer
agent and registrar are hereby authorized to decline to make any transfer of
shares of Securities if such transfer would constitute a violation or breach of
this Agreement.
This Agreement shall be binding on the undersigned and the
successors, heirs, personal representatives and assigns of the undersigned. This
Agreement shall lapse and become null and void if the Public Offering Date shall
not have occurred on or before May 1, 2004.
Very truly yours,
NATIONAL UNION FIRE INSURNACE COMPANY
OF PITTSBURGH, PA
/s/ David B. Pinkerton
-------------------------------------
Name: David B. Pinkerton
Title: Vice President
