-----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, Rm9EuUdzjqNugMX/mIAD84G0ZNqBDwXj7PMW4V968AZekKCokbITLRzD5r2HOKO+ 3TnMRZFMyQnAB9iMJIHyog== 0000077543-08-000059.txt : 20080729 0000077543-08-000059.hdr.sgml : 20080729 20080729161341 ACCESSION NUMBER: 0000077543-08-000059 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080729 DATE AS OF CHANGE: 20080729 EFFECTIVENESS DATE: 20080729 FILER: 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: 1207 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06314 FILM NUMBER: 08976024 BUSINESS ADDRESS: STREET 1: 73 MT WAYTE AVE CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5086282000 MAIL ADDRESS: STREET 1: 73 MT WAYTE AVE CITY: FRAMINGHAM STATE: MA ZIP: 01701 DEFA14A 1 form8k_072908.htm FORM 8-K, JULY 29, 2008 Form 8-K, July 29, 2008

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 29, 2008

 

Perini Corporation

(Exact name of registrant as specified in its charter)

____________________

 

 

Massachusetts
(State or other jurisdiction of
incorporation or organization)

1-6314
(Commission file number)

04-1717070
(I.R.S. Employer
Identification No.)

 

73 Mt. Wayte Avenue, Framingham, MA 01701

(Address of principal executive offices) (Zip code)

 

Registrant’s telephone number, including area code: (508) 628-2000

 

None

(Former name or former address, if changed since last report)

 

____________________

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

x

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01     Other Events

 

On July 29, 2008, Perini Corporation (the “Company”) issued a press release announcing the record date for the 2008 annual meeting of stockholders of the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

 

Exhibit 99.1

Press Release, July 29, 2008

SIGNATURES

 

According to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 29, 2008.

 

 

PERINI CORPORATION

 

 

 

/s/ Kenneth R. Burk

 

By:

Kenneth R. Burk

 

Its:

Senior Vice President and

 

Chief Financial Officer

 

 

 

EX-99 2 ex99_1072908.htm EXHIBIT 99.1, RECORD DATE RELEASE Exhibit 99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

PERINI CORPORATION ANNOUNCES RECORD DATE FOR ANNUAL MEETING

 

-- Shareholders Expected to Vote on Tutor-Saliba Transaction at Meeting --

 

Framingham, MA – July 29, 2008 – Perini Corporation (NYSE: PCR), a leading building, civil construction and construction management company, announced today that the record date for its 2008 annual meeting has been set at July 30, 2008. Shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the 2008 annual meeting and any adjournment or postponement thereof. Perini expects that Perini shareholders will be asked to approve proposals relating to the proposed merger transaction with Tutor-Saliba Corporation at the annual meeting.

 

The date of the annual meeting will be determined once Perini receives clearance from the Securities and Exchange Commission regarding the proxy statement for its annual meeting. Perini expects that the annual meeting will take place in early September 2008. Perini will announce the date of the annual meeting once it has been determined.

 

On April 2, 2008, Perini announced that it entered into a definitive agreement to combine with privately-held Tutor-Saliba. The transaction is subject to the satisfaction or waiver of several closing conditions, including the approval of Perini’s shareholders. The transaction is expected to close during the third quarter of 2008.

About Perini Corporation

Perini Corporation is a leading construction services company offering diversified general contracting, construction management and design/build services to private clients and public agencies throughout the world. We have provided construction services since 1894 and have established a strong reputation within our markets by executing large complex projects on time and within budget while adhering to strict quality control measures.

We offer general contracting, pre-construction planning and comprehensive project management services, including the planning and scheduling of the manpower, equipment, materials and subcontractors required for a project. We also offer self-performed construction services including sitework, concrete forming and placement and steel erection. We are known for our hospitality and gaming industry projects, sports and entertainment, educational, transportation, healthcare, biotech, pharmaceutical and high-tech facilities, as well as large and complex civil construction projects and construction management services to U.S. military and government agencies.

FORWARD LOOKING STATEMENTS AND ADDITIONAL INFORMATION

The statements contained in this release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including without limitation, statements regarding the Company’s expectations, hopes, beliefs, intentions or strategies regarding the future. These forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those anticipated by the Company. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, actions taken or not taken by third parties, including the Company’s customers, suppliers, business partners, and competitors and legislative, regulatory, judicial and other governmental authorities and officials; the ability to obtain the approval of the transaction with Tutor-Saliba by Perini shareholders; the ability to satisfy the conditions to the transaction with Tutor-Saliba on

the expected timeframe or at all; transaction costs from the transaction with Tutor-Saliba; the effects of disruption from the transaction with Tutor-Saliba making it more difficult to maintain relationships with employees, customers, other business partners or government entities; the ability to realize the expected synergies resulting for the transaction with Tutor-Saliba in the amounts or in the timeframe anticipated and the ability to integrate Tutor-Saliba’s businesses into those of Perini in a timely and cost-efficient manner. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable laws.

This communication is being made in respect of the proposed merger transaction involving Perini and Tutor-Saliba. In connection with the proposed transaction, Perini will file with the Securities and Exchange Commission a proxy statement and will mail the proxy statement to its shareholders. Shareholders are encouraged to read the proxy statement regarding the proposed transaction when it becomes available because it will contain important information. Shareholders will be able to obtain a free copy of the proxy statement, as well as other filings made by Perini regarding Perini, Tutor-Saliba and the proposed transaction, without charge, at the Securities and Exchange Commission’s Internet site (http://www.sec.gov). These materials can also be obtained, when available, without charge, by directing a request to Perini or to Tutor-Saliba at the investor relations contact information below.

Perini, Tutor-Saliba and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Perini’s directors and executive officers is available in Perini’s notice of annual meeting and proxy statement for its most recent annual meeting and Perini’s Annual Report on Form 10-K for the year ended December 31, 2007, which were filed with the Securities and Exchange Commission on April 17, 2007 and February 28, 2008, and amended on April 29, 2008, respectively. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the Securities and Exchange Commission.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contact Information

 

Perini Corporation

73 Mount Wayte Ave.

Framingham, MA 01701

(508) 628-2295

Kenneth R. Burk,

Senior Vice President & Chief Financial Officer

 

Kekst and Company, Inc.

437 Madison Avenue

New York, NY 10022

(212) 521-4855

Douglas Kiker

 

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