UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
PERINI CORPORATION
------------------
(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 30, 2005
-----------------
(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
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
AMERICAN INTERNATIONAL GROUP, INC.
IRS Identification No. 13-2592361
- --------------------------------------------------------------------------------
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) [X]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the State of Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,973
EACH
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
13,973
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,973
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less Than 1%
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
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) [X]
- --------------------------------------------------------------------------------
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 0
EACH
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IC
- --------------------------------------------------------------------------------
CUSIP No. 713839 10 8
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 ("Amendment No. 3") amends and supplements the
Amendment No. 2 ("Amendment No. 2") to the Statement on Schedule 13D, dated
December 22, 2005, relating to the Common Stock, $1.00 par value ("Common
Stock") of Perini Corporation, a Massachusetts corporation (the "Company"), the
Amendment No. 1 to the Statement on Schedule 13D, dated April 16, 2004, 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 13,973 shares of Common
Stock owned by AIG are 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, 43,488,099 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 27.9% 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, 47.4% 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. 3 (including, without limitation, in this Item 2 and
Exhibit A to this Amendment No. 3) 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 January 4, 2006. The information provided in
this Amendment No. 3 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
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
As disclosed in Amendment No. 2, 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. On December 29, 2005, UBS Securities
LLC (acting on behalf of itself and the several underwriters of the Offering)
exercised the over-allotment option in full and, pursuant thereto, National
Union sold an additional 40,031 shares of the Common Stock at a per share
price of $22.44375 on January 4, 2006.
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").
As disclosed in Amendment No. 2, 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. A copy of the Call Notice was previously filed as Exhibit D to Amendment
No. 2. On December 28, 2005, AIG and TSC executed a letter agreement that, among
other things, sets forth certain representations and warranties by each party. A
copy of this letter is attached as Exhibit B to this Amendment No. 3 and
incorporated in its entirety by reference into this Amendment No. 3. Pursuant to
the exercise of the Call Right, on December 30, 2005, National Union sold to TSC
2,352,941 shares of Common Stock at a price of $8.365 per share, which payment
was received by National Union on January 3, 2006.
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.
CUSIP No. 713839 10 8
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 this Amendment No. 3.
(c) Other than as described in this Amendment No. 3, 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) December 30, 2005.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The response to Item 4 of this Amendment No. 3 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 December 28, 2005, by and between
National Union Fire Insurance Company of Pittsburgh, Pa. and 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: January 10, 2006 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 December 28, 2005, by and
between National Union Fire Insurance Company of Pittsburgh,
Pa. and Tutor-Saliba Corporation.
.
.
.
CUSIP No. 713839 10 8
EXHIBIT A
---------
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)
Exhibit B
(AIG LOGO)
AIG GLOBAL INVESTMENT GROUP
599 Lexington Avenue, 25th Floor
New York, NY 10022
Telephone: (646) 735-05
Facsimile: (646) 735-07
ROBERT THOMPSON
Senior Managing Director
December 28, 2005
Tutor-Saliba Corporation
15901 Olden Street
Sylmar, CA 91342
Attention: John D. Barrett
Re: Exercise of Call Option on Perini Common Stock
Ladies and Gentlemen:
Reference is hereby made to the Shareholders' Agreement, dated as of March
29, 2000 (the "Shareholders' Agreement") by and among Tutor-Saliba Corporation
("TSC"), Ronald N. Tutor, National Union Fire Insurance Company of Pittsburgh,
Pa. ("National Union") and certain other shareholders party thereto. Terms used
but not defined in this letter agreement shall have the meanings set forth in
the Shareholders' Agreement.
The purpose of this letter is to acknowledge receipt of the letter from
TSC dated December 21, 2005, in which TSC provided National Union notice of
TSC's exercise of the Call Option on the Put/Call Shares. In accordance with
Article IV of the Shareholders' Agreement, National Union agrees to sell to TSC
2,352,941 shares of Perini Corporation common stock, par value $1.00 per share,
at a Call Price of $8.365 per share. The sale will take place on or before
December 31, 2005 at such time and on a business day to be mutually agreed upon
by National Union and TSC (such time, the "Closing"). At the Closing, TSC will
deliver $19,682,351.47 by wire transfer of immediately available federal funds
to the account designed in the attached Exhibit A against delivery by National
Union to TSC or its designee of one or more certificates evidencing the
Put/Call shares accompanied by duly executed stock transfer powers.
National Union represents and warrants to TSC as of the Closing that (i)
National Union is the sole record and beneficial owner of the Put/Call Shares
and has good and marketable title to the Put/Call Shares free and clear of all
liens and encumbrances created by National Union or any of its Affiliates
except for any liens or encumbrances imposed by the Shareholders' Agreement,
and (ii) National Union has full authority and right to sell the Put/Call
Shares to TSC without contravention of any law or agreement and without the
need for any third party consent or approval. TSC represents and warrants to
National Union that it is an "accredited investor" within the meaning of Rule
501 of Regulation D under the Securities Act of 1933, as amended, as presently
in effect and understands that the Put/Call Shares are characterized as
"restricted securities" under the federal securities laws inasmuch as they are
being acquired from National Union in a transaction not involving a public
offering and that under such laws and applicable regulations such securities
may be resold without registration under the Act only in certain limited
circumstances.
Services Provided by Members of American International Group, Inc.
Sincerely,
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.
By: AIG Global Investment Corp., its investment adviser
By: /s/ Robert T. Thompson
---------------------------
Name: Robert T. Thompson
Title: Senior Managing Director
Agreed To and Accepted:
TUTOR-SALIBA CORPORATION
By: /s/ John D. Barrett
---------------------------
Name: John D. Barrett
Title: Sr. Vice President
