UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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 30, 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)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [X]
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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 13,973
EACH
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
13,973
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,973
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less Than 1%
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14 TYPE OF REPORTING PERSON
HC, CO
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CUSIP No. 713839 10 8
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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)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [X]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the Commonwealth of Pennsylvania
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON
IC
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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
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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
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Name: FT Chong
Title: Managing Director
CUSIP No. 713839 10 8
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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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.