-----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, S17clZezw+xjNoRwj+Aq9HW78ITNHz6ReIGLExjW8eieAFQHY1qe/anN72ulZCMe n6TXJ8VOyxXyfkjxnrsvAw== 0000950123-04-005336.txt : 20040428 0000950123-04-005336.hdr.sgml : 20040428 20040428170318 ACCESSION NUMBER: 0000950123-04-005336 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040428 GROUP MEMBERS: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-13694 FILM NUMBER: 04761261 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 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 1 y96676sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Perini Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 par value - -------------------------------------------------------------------------------- (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) April 16, 2004 ------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 713839 10 8 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AMERICAN INTERNATIONAL GROUP, INC. IRS ID No. 13-2592361 - -------------------------------------------------------------------------------- ===================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Incorporated in the State of Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES - -------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,668,213 EACH REPORTING - -------------------------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,668,213 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,668,213 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 11.58% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14 HC, CO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 713839 10 8 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. IRS ID No. 25-0687550 - -------------------------------------------------------------------------------- ===================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Incorporated in the Commonwealth of Pennsylvania - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES - -------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,659,846 EACH REPORTING - -------------------------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,659,846 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,659,846 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 11.54% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14 IC - -------------------------------------------------------------------------------- Item 1. Security and Issuer. This Amendment No. 1 ("Amendment No. 1") amends and supplements the Statement on Schedule 13D, dated February 5, 2000, relating to the Common Stock, $1.00 par value ("Common Stock"), of Perini Corporation, a Massachusetts corporation (the "Company"). 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 principal executive offices of AIG and National Union are located at 70 Pine Street, New York, New York 10270. In addition, the 2,668,213 shares of Common Stock owned by AIG include 8,367 shares of Common Stock held by certain investment advisor subsidiaries of AIG on behalf of their clients. 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 States and abroad. AIG's primary activities include both general and life insurance operations. Other significant activities include financial services, and retirement services and asset management. Starr International Company, Inc., a private holding company incorporated in Panama ("SICO"), The Starr Foundation, a New York not-for-profit corporation ("The Starr Foundation"), and C.V. Starr & Co., Inc., a Delaware corporation ("Starr"), have the right to vote approximately 11.9%, 2.0% and 1.8%, respectively, of the outstanding common stock of AIG. The principal executive offices of SICO are located at 29 Richmond Road, Pembroke HM08, Bermuda. The principal executive offices of The Starr Foundation and Starr are located at 70 Pine Street, New York, New York 10270. The names of the directors and executive officers ("Covered Persons") of AIG, National Union, SICO, The Starr Foundation and Starr, their business addresses and principal occupations are set forth in Exhibit A attached hereto, which is incorporated herein by reference in its entirety. The business address indicated for each Covered Person is also the address of the principal employer of such Covered Person. Each of the Covered Persons is a citizen of the United States, except for Messrs. Manton, Sullivan and Tse, who are British Subjects, Mr. Johnson, who is a British National, and Mr. Marshall A. Cohen, who is a Canadian citizen. (d) and (e). During the last five years, none of AIG, National Union, SICO, Starr Foundation or Starr, or any of the Covered Persons, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws. Item 4. Purpose of Transaction. On April 16, 2004, National Union sold 2,046,036 shares of the Common Stock, at a price per share of $15.00, in a public offering (the "Offering") pursuant to the Company's registration statement on Form S-1, Registration No. 333-111338. National Union also agreed with the underwriters of the Offering to sell an additional 306,905 shares of the Common Stock, at a price per share of $15.00, to cover over-allotments by the underwriters. Also, in connection with the Offering, National Union entered into a letter agreement dated December 17, 2003 (the "Lock-Up Letter") with Credit Suisse First Boston LLC (acting on behalf of itself and the several underwriters of the Offering), pursuant to which, among other things, National Union agreed that, for a period ending 90 days after the date of the final prospectus relating to the Offering, National Union will not, without the prior written consent of Credit Suisse First Boston LLC: (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of the Common Stock or securities convertible into or exchangeable or exercisable for any shares of the Common Stock, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such aforementioned transaction is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement. A copy of the Lock-Up Letter is attached as Exhibit B hereto and incorporated in its entirety by reference. The descriptions of the Lock-Up Letter set forth herein are qualified in their entirety by reference to the Lock-Up Letter. 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 the Amendment No. 1. (c) Other than as described in this Amendment No. 1, AIG, National Union, SICO, The Starr Foundation and Starr, and, to the best of AIG's knowledge, the Covered Persons, have not engaged in any transactions in the Common Stock within the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer. The response to Item 4 of this Amendment No. 1 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., The Starr Foundation and C.V. Starr & Co., Inc. B Letter Agreement, dated as of December 17, 2003, by and between National Union Fire Insurance Company of Pittsburgh, Pa. and Credit Suisse First Boston LLC, on behalf of itself and the several underwriters SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 28, 2004 AMERICAN INTERNATIONAL GROUP, INC. By: /s/ Win J. Neuger ---------------------------------------- Name: Win J. Neuger Title: Executive Vice President and Chief Investment Officer NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. By: /s/ Win J. Neuger ----------------------------------------- Name: Win J. Neuger Title: Vice President 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., The Starr Foundation and C.V. Starr & Co., Inc. B Letter Agreement, dated as of December 17, 2003, by and between National Union Fire Insurance Company of Pittsburgh, Pa. and Credit Suisse First Boston LLC, on behalf of itself and the several underwriters EX-99.A 2 y96676exv99wa.txt LIST OF DIRECTORS & EXECUTIVE OFFICERS . . . EXHIBIT A AMERICAN INTERNATIONAL GROUP, INC. M. Bernard Aidinoff Director Retired Partner Sullivan & Cromwell, 125 Broad Street, New York, New York 10004 Pei-yuan Chia Director Retired Vice Chairman, Citicorp and c/o 70 Pine Street, New York, New Citibank, N.A. York 10270 Marshall A. Cohen Director Counsel, Cassels, Brock & Blackwell Cassels, Brock & Blackwell, 40 King Street West, 20th Floor, Toronto, Ontario M5H 3C2 William S. Cohen Director Chairman and Chief Executive The Cohen Group, 1200 19th St., Officer, The Cohen Group N.W., Suite 400, Washington, D.C. 20036 Martin S. Feldstein Director Professor of Economics, Harvard National Bureau of Economic University Research, Inc., 1050 Massachusetts Avenue, Cambridge, Massachusetts 02138 Ellen V. Futter Director President, American Museum of American Museum of Natural History, Natural History Central Park West at 79th Street, New York, New York 10024 M. R. Greenberg Director and Executive Officer Chairman & Chief Executive Officer 70 Pine Street, New York, New York 10270 Carla A. Hills Director Chairman and CEO, Hills & Company Hills & Company, 1200 19th Street, N.W., 5th Floor, Washington, DC 20036 Richard C. Holbrooke Director Vice Chairman, Perseus LLC Perseus LLC, 888 7th Avenue, 29th Floor, New York, New York 10106 Frank J. Hoenemeyer Director Financial Consultant 7 Harwood Drive, Madison, New Jersey 07940 Howard I. Smith Director and Executive Officer Vice Chairman, Chief Administrative 70 Pine Street, New York, New York Officer & Chief Financial Officer 10270
Martin J. Sullivan Director and Executive Officer Vice Chairman & Co-Chief Operating 70 Pine Street, New York, New York Officer 10270 Thomas R. Tizzio Executive Officer Senior Vice Chairman - General 70 Pine Street, New York, New York Insurance 10270 Edmund S.W. Tse Director and Executive Officer Senior Vice Chairman American International Assurance Co., Ltd., 1 Stubbs Road, Hong Kong Jay S. Wintrob Director and Executive Officer Executive Vice President - AIG Retirement Services, Inc., 1 Retirement Savings SunAmerica Center, 1999 Avenue of the Stars, Los Angeles, California 90067 Frank G. Wisner Director and Executive Officer Vice Chairman - External Affairs 70 Pine Street, New York, New York 10270 Frank G. Zarb Director Former Chairman NASD and The NASDAQ The NASDAQ Stock Market, Inc., Four Stock Market, Inc. Times Square, New York, New York 10036 John A. Graf Executive Officer Executive Vice President - 70 Pine Street, New York, New York Retirement Savings 10270 Donald Kanak Executive Officer Vice Chairman & Co-Chief Operating 70 Pine Street, New York, New York Officer 10270 Rodney O. Martin, Jr. Executive Officer Executive Vice President - Life 2929 Allen Parkway, Houston, Texas Insurance 77019 Win J. Neuger Executive Officer Executive Vice President & Chief 70 Pine Street, New York, New York Investment Officer 10270 Kristian P. Moor Executive Officer Executive Vice President - Domestic 70 Pine Street, New York, New York General Insurance 10270 R. Kendall Nottingham Executive Officer Executive Vice President - Life 70 Pine Street, New York, New York Insurance 10270 Robert B. Sandler Executive Officer Executive Vice President, Senior 70 Pine Street, New York, New York Casualty Actuary & Senior Claims 10270 Officer
-2- William N. Dooley Executive Officer Senior Vice President - Financial 70 Pine Street, New York, New York Services 10270 Lawrence W. English Executive Officer Senior Vice President - 70 Pine Street, New York, New York Administration 10270 Axel I. Freudmann Executive Officer Senior Vice President - Human 70 Pine Street, New York, New York Resources 10270 Richard W. Scott Executive Officer Senior Vice President - Investments 70 Pine Street, New York, New York 10270 Robert E. Lewis Executive Officer Senior Vice President & Chief 70 Pine Street, New York, New York Credit Officer 10270 Ernest T. Patrikis Executive Officer Senior Vice President & General 70 Pine Street, New York, New York Counsel 10270 Kathleen E. Shannon Executive Officer Senior Vice President and Secretary 70 Pine Street, New York, New York 10270 Brian T. Schreiber Executive Officer Senior Vice President - Strategic 70 Pine Street, New York, New York Planning 10270 Steven J. Bensinger Executive Officer Vice President & Treasurer 70 Pine Street, New York, New York 10270 Michael J. Castelli Executive Officer Vice President & Comptroller 70 Pine Street, New York, New York 10270 Keith Duckett Executive Officer Vice President & Director of 70 Pine Street, New York, New York Internal Audit 10270 Peter K. Lathrop Executive Officer Vice President & Director of Taxes 70 Pine Street, New York, New York 10270 Charles M. Lucas Executive Officer Vice President & Director of Market 70 Pine Street, New York, New York Risk Management 10270 Steven A. Rautenberg Executive Officer Vice President - Communications 70 Pine Street, New York, New York 10270
-3- NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. M. Bernard Aidinoff Director Retired Partner Sullivan & Cromwell, 125 Broad Street, New York, New York 10004 Charles D'Angelo Director and Executive Officer Vice President - Domestic General 70 Pine Street, New York, New York Insurance, AIG 10270 John Q. Doyle Director and Executive Officer Vice President - Domestic General 70 Pine Street, New York, New York Insurance, AIG 10270 M. R. Greenberg Director Chairman & Chief Executive Officer, 70 Pine Street, New York, New York AIG 10270 Robert P. Jacobson Director and Executive Officer Executive Vice President and 70 Pine Street, New York, New York Treasurer 10270 John W. Keogh Director and Executive Officer President and Chief Executive 70 Pine Street, New York, New York Officer 10270 Edward E. Matthews Director Senior Advisor, AIG 70 Pine Street, New York, New York 10270 Kristian P. Moor Director and Executive Officer Executive Vice President - Domestic 70 Pine Street, New York, New York General Insurance, AIG 10270 Win J. Neuger Director and Executive Officer Executive Vice President & Chief 70 Pine Street, New York, New York Investment Officer, AIG 10270 Ernest T. Patrikis Director and Executive Officer Senior Vice President & General 70 Pine Street, New York, New York Counsel, AIG 10270 Robert M. Sandler Director and Executive Officer Executive Vice President, Senior 70 Pine Street, New York, New York Casualty Actuary & Senior Claims 10270 Officer, AIG Thomas R. Tizzio Director and Executive Officer Senior Vice Chairman - General 70 Pine Street, New York, New York Insurance, AIG 10270
-4- Gregory J. Flood Executive Officer Executive Vice President and Chief 70 Pine Street, New York, New York Operating Officer 10270 Robert J. Beier Executive Officer Senior Vice President and 70 Pine Street, New York, New York Comptroller 10270 Frank H. Douglas Executive Officer Vice President & Casualty Actuary, 70 Pine Street, New York, New York AIG 10270 Heather Fox Executive Officer Senior Vice President and Chief 70 Pine Street, New York, New York Underwriting Officer 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 & General 70 Pine Street, New York, New York Counsel 10270 Brian 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 Vincent J. Masucci Executive Officer Senior Vice President 70 Pine Street, New York, New York 10270 Peter 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 A. Schader Executive Officer Senior Vice President - Worldwide 70 Pine Street, New York, New York Claims, AIG 10270 Michael W. Smith Executive Officer Senior Vice President 70 Pine Street, New York, New York 10270 Nicholas C. Walsh Executive Officer Senior Vice President - Foreign 70 Pine Street, New York, New York General Insurance, AIG 10270 Mark T. Willis Executive Officer Senior Vice President 70 Pine Street, New York, New York 10270
-5- Douglas M. Worman Executive Officer Senior Vice President 70 Pine Street, New York, New York 10270
STARR INTERNATIONAL COMPANY, INC. William N. Dooley Director Senior Vice President - Financial 70 Pine Street, New York, New York Services, AIG 10270 M. R. Greenberg Director & Chairman of the Chairman & Chief Executive Officer, 70 Pine Street, New York, New York Board AIG 10270 Joseph C. H. Johnson Director & President President & Chief Executive Officer American International Building, 29 of American International Company Richmond Road, Pembroke HM08 Bermuda Limited Donald Kanak Director Vice Chairman & Co-Chief Operating 70 Pine Street, New York, New York Officer, AIG 10270 Kevin Kelley Director Senior Vice President Domestic 70 Pine Street, New York, New York General Insurance, AIG 10270 Edward E. Matthews Director Senior Advisor, AIG 70 Pine Street, New York, New York 10270 Kristian P. Moor Director Executive Vice President - 70 Pine Street, New York, New York Domestic General Insurance, AIG 10270 L. Michael Murphy Director, Vice President & Executive Vice President, Secretary American International Building, 29 Secretary and General Counsel, American Richmond Road, Pembroke HM08, International Company, Limited Bermuda Win J. Neuger Director Executive Vice President & Chief 70 Pine Street, New York, New York Investment Officer, AIG 10270 R. Kendall Nottingham Director Executive Vice President - Life 70 Pine Street, New York, New York Insurance, AIG 10270
-6- Robert M. Sandler Director Executive Vice President - Senior 70 Pine Street, New York, New York Casualty Actuary & Senior Claims 10270 Officer, AIG Howard I. Smith Director Vice Chairman, Chief Administrative 70 Pine Street, New York, New York Officer & Chief Financial Officer, 10270 AIG Martin J. Sullivan Director Vice Chairman & Co-Chief Operating 70 Pine Street, New York, New York Officer, AIG 10270 Thomas R. Tizzio Director Senior Vice Chairman - General 70 Pine Street, New York, New York Insurance, AIG 10270 Edmund S.W. Tse Director Senior Vice Chairman & Co-Chief 1 Stubbs Road, Hong Kong Operating Officer, AIG Jay S. Wintrob Director Executive Vice President - 1 SunAmerica Center, Los Angeles, Retirement Savings, AIG California 90067 Stuart Osborne Treasurer Vice President, American American International Building, 29 International Company, Limited Richmond Road, Pembroke HM08, Bermuda
THE STARR FOUNDATION M. R. Greenberg Director and Chairman Chairman & Chief Chairman Executive 70 Pine Street, New York, New York Officer, AIG 10270 Florence A. Davis Director and President Director and President 70 Pine Street, New York, New York 10270 T. C. Hsu Director Director 70 Pine Street, New York, New York 10270 Edwin A.G. Manton Director Senior Advisor, AIG 70 Pine Street, New York, New York 10270 Edward E. Matthews Director Senior Advisor, AIG 70 Pine Street, New York, New York 10270 John J. Roberts Director Senior Advisor, AIG 70 Pine Street, New York, New York 10270
-7- Howard I. Smith Director and Treasurer Vice Chairman, Chief Administrative 70 Pine Street, New York, New York Officer & Chief Financial Officer, 10270 AIG Ernest E. Stempel Director Senior Advisor, AIG 70 Pine Street, New York, New York 10270 Edmund S.W. Tse Director Senior Vice Chairman & Co-Chief 1 Stubbs Road, Hong Kong Operating Officer, AIG Gladys Thomas Vice President and Secretary Vice President and Secretary 70 Pine Street, New York, New York 10270
C.V. STARR & CO. William N. Dooley Director Senior Vice President - Financial 70 Pine Street, New York, New York Services, AIG 10270 M. R. Greenberg Director, President & Chief Chairman & Chief Executive Officer, 70 Pine Street, New York, New York Executive Officer AIG 10270 Donald Kanak Director Vice Chairman & Co-Chief Operating 70 Pine Street, New York, New York Officer, AIG 10270 Kevin Kelley Director Senior Vice President- Domestic 70 Pine Street, New York, New York General Insurance, AIG 10270 Edward E. Matthews Director & Senior Vice Senior Advisor, AIG 70 Pine Street, New York, New York President 10270 Kristian P. Moor Director Executive Vice President - Domestic 70 Pine Street, New York, New York General Insurance, AIG 10270 Win J. Neuger Director Executive Vice President & Chief 70 Pine Street, New York, New York Investment Officer, AIG 10270 R. Kendall Nottingham Director Executive Vice President - Life 70 Pine Street, New York, New York Insurance, AIG 10270
-8- Robert M. Sandler Director & Vice President Executive Vice President - Senior 70 Pine Street, New York, New York Casualty Actuary & Senior Claims 10270 Officer, AIG Howard I. Smith Director & Senior Vice Vice Chairman, Chief Administrative 70 Pine Street, New York, New York President Officer & Chief Financial Officer, 10270 AIG Martin J. Sullivan Director Vice Chairman & Co-Chief Operating 70 Pine Street, New York, New York Officer, AIG 10270 Thomas R. Tizzio Director & Senior Vice Senior Vice Chairman General 70 Pine Street, New York, New York President Insurance, AIG 10270 Edmund S.W. Tse Director & Senior Vice Senior Vice Chairman & Co-Chief 1 Stubbs Road, Hong Kong President Operating Officer, AIG Jay S. Wintrob Director Executive Vice President Retirement 1 SunAmerica Center, Los Angeles, Savings, AIG California 90067 Michael D. Warantz Treasurer Treasurer 70 Pine Street, New York, New York 10270 Kathleen E. Shannon Secretary Senior Vice President and 70 Pine Street, New York, New York Secretary, AIG 10270
-9- EX-99.B 3 y96676exv99wb.txt LETTER AGREEMENT EXHIBIT B December 17, 2003 Perini Corporation 73 Mt. Wayte Avenue Framingham, Massachusetts 01701 Credit Suisse First Boston LLC D.A. Davidson & Co. Morgan Joseph & Co. Inc. c/o Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made that is intended to result in an orderly market for the common stock, par value $1.00 (the "SECURITIES") of Perini Corporation, and any successor (by merger or otherwise) thereto, (the "COMPANY"), the undersigned hereby agrees that from the date hereof and until 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the "PUBLIC OFFERING DATE") pursuant to the Underwriting Agreement, except for the Securities, if any, owned beneficially by the undersigned which are included in the Underwriting Agreement, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse First Boston LLC. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse First Boston LLC, it will not, during the period commencing on the date hereof and ending 90 days after the Public Offering Date, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. Any Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Agreement. A transfer of Securities to a family member or trust may be made, provided the transferee agrees to be bound in writing by the terms of this Agreement prior to such transfer. The restrictions contained in this Agreement shall not apply to (A) the Securities to be sold pursuant to the Underwriting Agreement, (B) transactions by any person relating to shares of Common Stock or other securities of the Company acquired in open market transactions after the completion of the offering of the Securities; (C) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock of the Company as a bona fide gift or gifts; (D) transfers or distributions of shares of Common Stock or any security convertible into or exercisable or exchangeable into Common Stock of the Company to affiliates (as defined in Rule 405 under the Securities Act); (E) if the signatory hereto is a partnership or corporation, a distribution to the partners or shareholders thereof, or (F) transfers by the signatory or its distributee or transferee of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock of the Company to a family member of such signatory or its distributee or transferee or trust created for the benefit of such signatory or its distributee or transferee or family member of such signatory or its distributee or transferee; provided, that in the case of any transfer or distribution pursuant to clauses (C) through (F), such transferee or distributee shall execute and deliver to CSFB an agreement to be bound by the restrictions set forth above prior to such transfer or distribution, as the case may be, and no filing by any party (transferor, transferee, distributor or distributee) under the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than filings that would be permitted to be, and are, made after the expiration of the 90-day period referred to above). In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before May 1, 2004. Very truly yours, NATIONAL UNION FIRE INSURNACE COMPANY OF PITTSBURGH, PA /s/ David B. Pinkerton ------------------------------------- Name: David B. Pinkerton Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----