General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 10 33K
2: EX-99.A Agreement of Joint Filing 2 7K
3: EX-99.B List of Directors and Executive Officers 10 60K
4: EX-99.C Securities Purchase Agreement 59 208K
5: EX-99.D Form of Shareholders' Agreement 32 123K
6: EX-99.E Form of Registration Rights Agreement 32 110K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
PERINI CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
713839 10 8
(CUSIP Number)
Kathleen E. Shannon
Vice President and Secretary
American International Group, Inc.
70 Pine Street
New York, New York 10270
(212) 770-5123
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
February 5, 2000
(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 Rule 13d-1(e), 13d-1(f) or 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.
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
2. Check the Appropriate Box If a Member of a Group (A) / /
3. SEC Use Only (B) / /
4. Source of Funds
OO
5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant / /
to Items 2(d) or (e)
6. Citizenship or Place of Organization
Incorporated under the laws of the State of Delaware
Number of Shares 7. Sole Voting Power
Beneficially Owned
By Each Reporting 0
Person with
8. Shared Voting Power
4,705,882
9. Sole Dispositive Power
0
10. Shared Dispositive Power
4,705,882
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,705,882
12. Check Box If the Aggregate Amount in Row (11) Excludes / /
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
20.9
14. Type of Reporting Person
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
2. Check the Appropriate Box If a Member of a Group (A) / /
3. SEC Use Only (B) / /
4. Source of Funds
WC
5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant / /
to Items 2(d) or (e)
6. Citizenship or Place of Organization
Incorporated under the laws of the Commonwealth of Pennsylvania
Number of Shares 7. Sole Voting Power
Beneficially Owned
By Each Reporting 0
Person with
8. Shared Voting Power
4,705,882
9. Sole Dispositive Power
0
10. Shared Dispositive Power
4,705,882
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,705,882
12. Check Box If the Aggregate Amount in Row (11) Excludes / /
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
20.9
14. Type of Reporting Person
IC, CO
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to shares of common stock, par
value $1.00 per share (the "Common Stock"), of Perini Corporation, a
Massachusetts corporation (the "Issuer"). The principal executive offices of the
Issuer 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. AIG is a holding company which, through its subsidiaries,
is primarily engaged in a broad range of insurance and insurance-related
activities and financial services in the United States and abroad. AIG's primary
activities include both general and life insurance operations.
Starr International Company, Inc., a private holding company
organized under the laws of Panama ("SICO"), The Starr Foundation, a New York
not-for-profit corporation ("Starr Foundation"), and C.V. Starr & Co., Inc., a
Delaware corporation ("Starr"), have the right to vote approximately 13.7%, 2.9%
and 2.0%, respectively, of the outstanding common stock of AIG. The principal
executive offices of SICO are located at 29 Richmond Road, American
International Building, Pembroke HM08 Bermuda. The principal executive offices
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of each of 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, Starr Foundation and Starr, their
business addresses and principal occupations are set forth in Exhibit B 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 for such Covered Person. Each of the Covered Persons is a citizen of
the United States, except for Messrs. Johnson, Manton, Milton, Sullivan and Tse,
who are British subjects, Mr. Danielsson who is a Swedish citizen, and Mr.
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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in Item 4 below, the shares of Common Stock have not
been purchased by National Union as of the date hereof. The source of funds for
the investment in the Common Stock of the Issuer, if the transactions described
in Item 4 below are consummated, will be the working capital of National Union.
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ITEM 4. PURPOSE OF TRANSACTION.
(a) through (j) The purpose of the acquisition of Common Stock
contemplated by National Union is for investment. National Union, the Issuer,
Tutor-Saliba Corporation ("Tutor-Saliba") and O&G Industries, Inc. ("O&G") have
entered into a Securities Purchase Agreement, dated as of February 5, 2000 (the
"Securities Purchase Agreement"), pursuant to which National Union, Tutor-Saliba
and O&G have agreed to purchase 4,705,882, 2,352,941 and 2,352,941 shares,
respectively, of the Common Stock of the Issuer. The Securities Purchase
Agreement is subject to certain significant contingencies including, but not
limited to, the satisfaction of due diligence by National Union and O&G, the
exchange of 100% of the Issuer's outstanding Series B Cumulative Convertible
Preferred Stock (the "Series B Preferred Stock") for Common Stock, the
renegotiation of the Issuer's current credit facilities and stockholder
approval. In connection with the closing (the "Closing") of the transactions
contemplated by the Securities Purchase Agreement, National Union, Tutor-Saliba,
Ronald N. Tutor ("RNT"), O&G, the Issuer and certain other parties will execute
and become parties to a shareholders agreement (the "Shareholders Agreement")
and a registration rights agreement (the "Registration Rights Agreement").
The Shareholders Agreement will give National Union the right, under
certain circumstances, to put some or all of the shares of Common Stock it will
purchase to Tutor-Saliba and/or RNT for a price specified in the Shareholders
Agreement. Similarly, it will give Tutor-Saliba and RNT the right, under certain
circumstances, to call such shares of Common Stock from National Union for a
price specified in the Shareholders Agreement. The Shareholders Agreement will
prohibit National Union, Tutor-Saliba, O&G, their transferees, and the holders
of the Series B Preferred Stock that are exchanging their shares for Common
Stock (the "Exchanging Holders") from transferring any shares of Common Stock
for three years following the Closing if such transfer would result in a
limitation being placed on the deductibility of the Issuer's net operating loss
carry forwards under Section 382 of the Internal Revenue Code. National Union,
Tutor-Saliba, O&G and the Exchanging Holders will also agree to vote their
shares of Common Stock against any stock issuance or redemption by the Issuer if
that issuance or redemption would result in such a limitation and to use
reasonable efforts to cause any directors designated by them to oppose any such
transaction. The Shareholders Agreement will give each of National Union and
Tutor-Saliba a right of first refusal on dispositions of Issuer stock by each
other, and will give National Union, Tutor-Saliba, O&G and the Exchanging
Holders rights to sell when any other party sells its Issuer stock. The
Shareholders Agreement also provides, subject to certain shareholding
requirements, that each of National Union, Tutor-Saliba, O&G and two of the
Exchanging Holders shall have the right to designate one director each to be
appointed to the Board of Directors of the Issuer at the Closing and,
thereafter, to be nominated to the Board of Directors of the Issuer by the
Nominating Committee of such Board. The Issuer will agree to use its best
efforts to cause such persons to be elected as directors and each of National
Union, Tutor-Saliba, O&G and the Exchanging Holders will agree to vote their
shares of Common Stock of the Issuer in favor of each others' nominees. The
Shareholders Agreement will also give National Union, Tutor-Saliba, O&G and the
Exchanging Holders pre-emptive rights with respect to certain issuances of
securities by the Issuer. The Shareholders Agreement will expire on the sixth
anniversary of the Closing.
The Registration Rights Agreement will grant to National Union,
Tutor-Saliba, O&G and the Exchanging Holders certain demand and "piggy-back"
registration rights with respect to the shares of Common Stock of the Issuer
owned by them immediately following consummation of the transactions
contemplated by the Securities Purchase Agreement.
Subject to certain restrictions set forth in the Securities Purchase
Agreement and the Shareholders Agreement and applicable legal requirements, AIG
and National Union may purchase additional shares of Common Stock from time to
time or may dispose of all or a portion of their shares of Common Stock. AIG and
National Union intend to consider and review various factors on a continuous
basis, including without limitation the Issuer's financial condition, business
and prospects, other developments concerning the Issuer, the price and
availability of shares of Common Stock, other investment and business
opportunities available to AIG and National Union, developments with respect to
the business of AIG and National Union, and general economic, money or stock
market conditions in managing their investments in the Common Stock.
Except as set forth above, AIG and National Union do not have any
present plans or proposals which relate to, or could result in, any of the
matters referred to in Paragraphs (a) through (j) of this Item 4. Subject to
certain restrictions set forth in the Securities Purchase Agreement and
Shareholders Agreement and applicable law, AIG and National Union may, at any
time and from time to time, review or reconsider their position and formulate
plans or proposals with respect thereto, but have no present intentions of doing
so.
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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 each of the cover pages of this Schedule
13D and is based upon (i) information provided by the Issuer that 5,682,287
shares of Common Stock were outstanding as of February 5, 2000 and (ii) an
assumption that the Closing will occur on March 15, 2000 and that 7,461,398
shares of Common Stock will be issued to the holders of the Series B Preferred
Stock in connection with the Closing. If the Closing occurs after March 15,
2000, the number of shares of Common Stock issued to the holders of the Series B
Preferred Stock will increase at a rate of approximately 2,073 shares of Common
Stock per day.
(c) AIG, National Union, SICO, Starr Foundation and Starr, and, to
the best of AIG's and National Union's knowledge, the Covered Persons, have not
engaged in any transactions in Common Stock within the past 60 days other than
those transactions described in this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than the Securities Purchase Agreement, the Shareholders
Agreement and the Registration Rights Agreement described in Item 4 of this
Schedule 13D, neither AIG or National Union nor, to the best of AIG's or
National Union's knowledge, any of SICO, Starr Foundation or Starr nor any of
the Covered Persons, has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Agreement of Joint Filing by and between American
International Group, Inc. and National Union Fire
Insurance Company of Pittsburgh, Pa., dated as of
February 10, 2000.
(b) 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.
(c) Securities Purchase Agreement, dated as of February 5,
2000, among Perini Corporation, Tutor-Saliba
Corporation, O&G Industries, Inc. and National Union
Fire Insurance Company of Pittsburgh, Pa.
(d) Form of Shareholders' Agreement by and among
Tutor-Saliba Corporation, Ronald N. Tutor, National
Union Fire Insurance Company of Pittsburgh, Pa., 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 acting on behalf of its Separate Account P, and
Perini Corporation.
(e) Form of Registration Rights Agreement by and among
Perini Corporation, Tutor-Saliba Corporation, Ronald N.
Tutor, National Union Fire Insurance Company of
Pittsburgh, Pa., 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, acting on behalf of its
Separate Account P.
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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: February 15, 2000
AMERICAN INTERNATIONAL GROUP, INC.
BY: /s/ Kathleen E. Shannon
_______________________________
Kathleen E. Shannon
Vice President and Secretary
NATIONAL UNION FIRE INSURANCE
COMPANY OF PITTSBURGH, PA.
BY: /s/ Edward E. Matthews
_______________________________
Edward E. Matthews
Senior Vice President
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EXHIBIT INDEX
Exhibit Description
(a) Agreement of Joint Filing by and between American
International Group, Inc. and National Union Fire
Insurance Company of Pittsburgh, Pa., dated as of February
10, 2000.
(b) 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.
(c) Securities Purchase Agreement, dated as of February 5,
2000, among Perini Corporation, Tutor-Saliba Corporation,
O&G Industries, Inc. and National Union Fire Insurance
Company of Pittsburgh, Pa.
(d) Form of Shareholders' Agreement by and among Tutor-Saliba
Corporation, Ronald N. Tutor, National Union Fire
Insurance Company of Pittsburgh, Pa., 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 acting on behalf of its
Separate Account P, and Perini Corporation.
(e) Form of Registration Rights Agreement by and among Perini
Corporation, Tutor-Saliba Corporation, Ronald N. Tutor,
National Union Fire Insurance Company of Pittsburgh, Pa.,
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,
acting on behalf of its Separate Account P.
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Dates Referenced Herein and Documents Incorporated by Reference
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