0000077543-99-000017.txt : 19991201 0000077543-99-000017.hdr.sgml : 19991201 ACCESSION NUMBER: 0000077543-99-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991130 ITEM INFORMATION: FILED AS OF DATE: 19991130 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06314 FILM NUMBER: 99766366 BUSINESS ADDRESS: STREET 1: 73 MT WAYTE AVE CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5086282000 8-K 1 FORM 8-K, NOVEMBER 30, 1999 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 30, 1999 Perini Corporation ___________________________________________________ (Exact name of registrant as specified in charter) Massachusetts 1-6314 04-1717070 (State or other (Commission File Number) (IRS Employer Identification No.) jurisdiction of incorporation) 73 Mt. Wayte Avenue, Framingham, Massachusetts 01701 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (508) 628-2000 (Former name or former address, if changed since last report) Not applicable ITEM 5. OTHER EVENTS. On November 24, 1999, Perini Corporation issued the following Press Release: PERINI ANNOUNCES LETTER OF INTENT WITH INVESTOR GROUP Framingham, MA -- Perini Corporation (AMEX:PCR) (the "Company") and Tutor-Saliba Group, L.L.C., a company controlled by Ronald N. Tutor, Chairman of the Board of Directors of the Company, acting on behalf of itself and certain other buyers (collectively, the "Tutor Group"), today announced that, through a Special Committee of its Board of Directors, the Company and the Tutor Group had entered into a letter of intent with respect to an investment transaction by the Tutor Group. Pursuant to the letter of intent, the parties have agreed to negotiate in good faith to enter into a definitive agreement whereby the Tutor Group would purchase a combination of common stock and preferred stock from the Company with an aggregate value of $40 million and a per share price for the common stock of $4.25 per share. The recapitalization is subject to, among other things, the renegotiation of the Company's bank credit agreements and the agreement by holders of no less than a majority of the Series B Preferred Stock (which has a current, accreted face amount of approximately $40 million) to convert into common stock at an effective price of $5.67 per share. The Company also announced that the Special Committee has retained Houlihan Lokey Howard & Zukin as its financial advisor, and has authorized it to explore the feasibility of strategic alternatives that may be available to the Company to protect and enhance shareholder value, including without limitation, consummation of the investment contemplated by the letter of intent or an alternative transaction with a third party. Pursuant to the letter of intent, under certain circumstances, in the event the Company enters into a business combination or certain other transactions with an entity other than theTutor Group, the Company will be required to pay the Tutor Group a fee of $750,000. The company cautioned that is has not decided to proceed with any transaction, that the letter of intent is not a binding agreement with respect to an investment transaction involving the Company, that the Company has not entered into any other binding agreement with respect to an alternative transaction and no assurance can be given that any transaction will be entered into or consummated or that the Tutor Group and its affiliates, who are large shareholders of the Company, would enter into or support any alternative transaction. 2 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 statements regarding the Company's expectations, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements involve a number of risks, uncertainties or other factors that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statement. These risks and uncertainties include, but are not limited to, 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; changes in federal and state appropriations for infrastructure projects; possible changes or developments in worldwide or domestic, social, economic, business, industry, market and regulatory conditions or circumstances; and actions taken or omitted to be taken by third parties including the Company's customers, suppliers, business partners, and competitors and legistrative, regulatory, judicial and other governmental authorities and officials. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Perini Corporation __________________________ Dated: November 30, 1999 By: /s/ Robert Band Robert Band President and Chief Executive Officer