-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S7Y3nMhXQCLVRndeRhM3wiH9CZBhOFjIPF30FfxdVmmbb0QbUnQ3S+FwFmu8xaDI MFeUs31dW1+HXRrRt4PfRA== 0000950123-06-000232.txt : 20060110 0000950123-06-000232.hdr.sgml : 20060110 20060110150557 ACCESSION NUMBER: 0000950123-06-000232 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060110 DATE AS OF CHANGE: 20060110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERINI CORP CENTRAL INDEX KEY: 0000077543 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL BUILDING CONTRACTORS - NONRESIDENTIAL BUILDINGS [1540] IRS NUMBER: 041717070 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13694 FILM NUMBER: 06522077 BUSINESS ADDRESS: STREET 1: 73 MT WAYTE AVE CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5086282000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000005272 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132592361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 70 PINE ST CITY: NEW YORK STATE: NY ZIP: 10270 BUSINESS PHONE: 2127707000 MAIL ADDRESS: STREET 1: 70 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10270 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN INTERNATIONAL ENTERPRISES INC DATE OF NAME CHANGE: 19700507 SC 13D/A 1 y16368a3sc13dza.txt AMENDMENT NO. 3 TO SCHEDULE 13D 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 --------------------------------------- (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) 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. EX-99.A 2 y16368a3exv99wa.txt EX-99.A: LIST OF DIRECTORS AND EXECUTIVE OFFICERS . . . 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)
EX-99.B 3 y16368a3exv99wb.txt EX-99.B: LETTER AGREEMENT 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 -----END PRIVACY-ENHANCED MESSAGE-----