8-K

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): January 15, 2009

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:

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

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

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

[ ] 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 January 15, 2009, Perini Corporation (the “Company”) completed the purchase of all of the outstanding capital stock of Daniel J. Keating Construction Company, a Pennsylvania subchapter-S corporation, d/b/a Keating Building Corporation (“KBC”) (the “Acquisition”), pursuant to the terms of a Stock Purchase Agreement, dated January 15, 2009, by and among the Company, KBC, Daniel J. Keating, III and the other shareholders of KBC (the “Shareholders”), and Daniel J. Keating, III in his capacity as the shareholders’ representative.

The aggregate purchase price was $43 million (subject to a post closing net worth adjustment and certain other adjustments related to the collection of receivables, realization of gross margins on certain projects and unresolved change orders claims as of the first anniversary of the closing of the Acquisition). Additionally, the Shareholders are entitled to additional consideration in the form of an earn-out capped at an aggregate of $9 million based on KBC’s performance over the next three years.

On January 15, 2009, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Perini Corporation, dated January 15, 2009.

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 January 15, 2009.

PERINI CORPORATION

/s/ Kenneth R. Burk

By: Kenneth R. Burk

Its: Senior Vice President and

Chief Financial Officer

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

Perini Corporation Acquires Keating Building Corporation

• Acquisition Supports Perini’s Growth in the Northeast and Mid-Atlantic Markets

• Keating Anticipates FY2008 Revenues of Approximately $425 Million and Backlog of $860 Million

Framingham, MA – January 15, 2009 - Perini Corporation (NYSE:PCR), a leading building, civil construction and construction management company, today announced that it has completed the acquisition of Keating Building Corporation, a privately held construction, construction management and design/build company, with anticipated fiscal year 2008 revenues of approximately $425 million and a backlog of $860 million. Under the terms of the transaction, Perini acquired 100% of the company’s stock for $43 million in cash plus an amount to be determined based on the operating results for 2009 – 2011.

Based in Philadelphia and covering the major construction markets of the Northeast and Mid-Atlantic states, Keating Building Corporation has grown since its founding in 1976 to become one of the largest general building contractors in its region of operation. Licensed to provide construction services in Pennsylvania, Connecticut, New Jersey, Delaware, Maryland, Florida, Virginia, Texas, and the District of Columbia, Keating Building Corporation has a history of successfully completed corporate campuses, gaming, hospitality, education, pharmaceutical and institutional projects.

Keating Building Corporation is expected to operate as a wholly owned subsidiary of Perini Corporation and will continue to be managed by its current senior management team.

Ronald N. Tutor, Perini’s Chairman and CEO, said: “We are very pleased to announce this transaction, which expands our building construction market presence in the Eastern half of the United States, including the important Northeast and Mid-Atlantic regions. We expect to realize significant synergies from the acquisition by deploying Keating’s resources in the regional gaming, hospitality and public works building markets in the Eastern U.S.”

“Keating Building Corporation has a strong corporate culture that values personal relationships and an excellent reputation for delivering the highest quality work on schedule and within budget. Daniel J. Keating III, President and CEO, has created a single source of value-enhancing services in delivering project development, construction management and design/build services.”

Keating Building Corporation employs over 250 professional staff in its market areas. Perini Corporation stated that the transaction will be financed through the use of cash on hand and recently expanded borrowing capacity.

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, steel erection, and electrical and mechanical, plumbing and HVAC. We are known for our hospitality and gaming industry projects, municipal offices, 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.

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; the future performance of Keating Building Corporation, the ability to realize the expected synergies resulting from the acquisition in the amounts or in the timeframe anticipated; the ability to integrate Keating Building Corporation’s businesses into those of the Company in a timely and cost efficient manner; the potential delay, suspension, termination, or reduction in scope of a construction project; the continuing validity of the underlying assumptions and estimates of total forecasted project revenues, costs and profits and project schedules; the outcomes of pending or future litigation, arbitration or other dispute resolution proceedings; the availability of borrowed funds on terms acceptable to the Company; the ability to retain certain members of management; the ability to obtain surety bonds to secure its performance under certain construction contracts; possible labor disputes or work stoppages within the construction industry; changes in federal and state appropriations for infrastructure projects; possible changes or developments in worldwide or domestic political, social, economic, business, industry, market and regulatory conditions or circumstances; and 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 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 securities laws.

Contact Information

Perini Corporation

73 Mount Wayte Ave.

Framingham, MA 01701

(508) 628-2295

Robert Band

President and Chief Operating Officer

Kekst and Company, Inc.

437 Madison Avenue

New York, NY 10022

(212) 521-4873

Tom Davies

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