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): May 22, 2006

Perini Corporation

(Exact Name of Registrant as Specified in Charter)

Massachusetts 1-6314 04-1717070

(State or Other Jurisdiction
of Incorporation) (Commission File Number) (IRS 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 (see General Instruction A.2. below):

¨ 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 7.01 Regulation FD Disclosure.

A.

The registrant acquired Rudolph and Sletten, Inc. (“Rudolph and Sletten”) on October 3, 2005 for $55.3 million in cash. On October 14, 2005, the registrant refinanced $30 million of the cost of its acquisition of Rudolph and Sletten. The unaudited pro forma condensed consolidated financial information filed herewith as Exhibit 99.1 is presented to illustrate the estimated effects of the Rudolph and Sletten acquisition and financing on the registrant’s historical results of operations, assuming that the registrant’s acquisition and financing of Rudolph and Sletten took place, on January 1, 2005. The historical consolidated financial data for the year ended December 31, 2005 is derived from the registrant’s historical financial statements and related notes. This unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the registrant’s results of operations would have been had the registrant acquired, and financed its acquisition of, Rudolph and Sletten as of the date indicated, and it should not be construed as being a representation of the registrant’s future results of operations. Rudolph and Sletten’s financial results have been included in the registrant’s consolidated results of operations and financial position since the beginning of the fourth quarter of 2005.

The pro forma adjustments are based upon available information and certain assumptions that the registrant believes are reasonable under the circumstances. These adjustments are more fully described in the notes to the pro forma condensed consolidated financial information below. In the opinion of the registrant’s management, all adjustments have been made that are necessary to present fully the pro forma data.

B.

In connection with the registrant’s offer to sell $100 million of senior unsecured obligations due 2013 (the “Notes”), certain of the registrant’s subsidiaries (“Subsidiary Guarantors”) will guarantee, jointly and severally, the registrant’s obligation to pay principal and interest on the Notes on a full and unconditional basis. The guarantors of the Notes will include only the Company’s wholly owned subsidiaries except for its wholly owned real estate subsidiary, Mt. Wayte Realty, LLC (“Mt. Wayte”), which is precluded from such guarantees based on the terms of its own mortgage agreement and which will not be required to guarantee the Notes under the terms of the indenture governing the Notes.

The supplemental condensed consolidating financial information filed herewith as Exhibit 99.2 presents the balance sheets as of March 31, 2006, December 31, 2005 and 2004, and the statements of income and cash flows for the quarters ended March 31, 2006 and 2005 and the years ended December 31, 2005, 2004 and 2003. This supplemental condensed consolidating financial information presents the registrant (on an unconsolidated basis), Subsidiary Guarantors, Mt. Wayte and their interests in construction joint ventures (“Joint Ventures”) and subsidiaries using the equity method of accounting.

C.

The registrant is in discussions with Bank of America, N.A., the administrative agent under its secured credit facility, to amend the credit facility to permit the sale of the Notes, as well as to eliminate the term loan portion of the credit facility, increase the borrowing capacity under the revolving portion of the credit facility to $75 million, extend the maturity of the credit facility by one year and add two new maintenance covenants, one requiring the registrant to maintain a maximum leverage ratio of no more than 2.5:1 and an accounts receivable asset coverage ratio of no less than 1.5:1.

Item 8.01 Other Events.

On May 22, 2006, the registrant issued the press release filed herewith as Exhibit 99.3 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements: None.

(b) Pro forma financial information: None.

(d) Exhibits:

99.1: Unaudited Condensed Consolidated Financial Information.

99.2: Supplemental Condensed Consolidating Financial Information.

99.3: Press release dated May 22, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

	PERINI CORPORATION
Dated: May 22, 2006	By:	/s/ Michael E. Ciskey
		Michael E. Ciskey Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Unaudited Condensed Consolidated Financial Information.
99.2	Supplemental Condensed Consolidating Financial Information.
99.3	Press release dated May 22, 2006.

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

	Year Ended December 31, 2005
	Perini (historical)1			Rudolph and Sletten (historical)1			Pro Forma Adjustments			Note2		Perini Pro Forma
	(In thousands, except per share data)
Revenue	$	1,733,477		$	463,847		$	—				$	2,197,324
Cost of operations		1,663,773			435,840			432		(a	)		2,100,955
								910		(b	)
Gross profit	$	69,704		$	28,007		$	(1,342	)			$	96,369
General and administrative expense		61,751			24,320			(2,938	)	(c	)		83,133
Income from operations	$	7,953		$	3,687		$	1,596				$	13,236
Other income (expense), net		971			4,708			(487	)	(d	)
								(3,624	)	(e	)		1,568
Interest expense		(2,003	)		(87	)		(1,139	)	(f	)		(3,229	)
Income before income taxes	$	6,921		$	8,308		$	(3,654	)			$	11,575
Provision for income taxes		(2,872	)		(696	)		1,049		(g	)		(5,001	)
								(2,482	)	(h	)
Net income	$	4,049		$	7,612		$	(5,087	)			$	6,574
Less: accrued dividends on $21.25 Preferred Stock (as defined below)		(990	)										(990	)
Plus: reversal of accrued dividends on $21.25 Preferred Stock based on settlement of lawsuit		2,271											2,271
Net income available for common stockholders	$	5,330										$	7,855
Basic earnings per common share	$	0.21										$	0.31
Diluted earnings per common share	$	0.20										$	0.30
Weighted average common shares outstanding:
Basic		25,518											25,518
Diluted		26,150											26,150

(1) Our unaudited pro forma combined statement of income for the year ended December 31, 2005 gives effect to our acquisition and financing of Rudolph and Sletten as if they had occurred on January 1, 2005. Our fiscal year end is December 31 and Rudolph and Sletten’s fiscal year end is September 30. Accordingly, the pro forma combined statement of income for the year ended December 31, 2005 combines our audited historical statement of income for the year ended December 31, 2005 and the audited historical statement of income of Rudolph and Sletten for its fiscal year ended September 30, 2005, as adjusted to reflect the nine months ended September 30, 2005 by subtracting the appropriate unaudited interim period.

(2) Our unaudited pro forma condensed combined statements of income reflect the following adjustments:

(a) To record increase in depreciation expense due to write-up of fixed asset value.

(b) To record the amortization of acquired intangible assets based on the straight-line method of amortization and the estimated economic lives as detailed in note 3 to our consolidated financial statements.

(c) To record the elimination of compensation and payroll burden expense of certain Rudolph and Sletten executives who resigned in accordance with the terms of the stock purchase agreement pursuant to which we acquired Rudolph and Sletten.

(d) To record the reduction in interest income related to the cash we expended for the acquisition of Rudolph and Sletten in excess of the $30 million term loan we used to refinance a portion of the purchase price for our acquisition of Rudolph and Sletten.

(e) To record the elimination of the gain on sale of certain real estate properties by Rudolph and Sletten as required by the terms of the stock purchase agreement pursuant to which we acquired Rudolph and Sletten.

(f) To record interest expense related to the new $30 million term loan we used to refinance a portion of the purchase price for our acquisition of Rudolph and Sletten.

(g) To record the effect of a statutory income tax rate of 38.25% on the applicable pro forma income adjustments made.

(h) To record the effect of a statutory income tax rate of 38.25% on the historical pretax income of Rudolph and Sletten.

EX-99.2

Exhibit 99.2

Condensed Consolidating Balance Sheet

March 31, 2006

(In thousands)

	Parent			Subsidiary Guarantors		Non-Guarantor Subsidiary			Joint Ventures		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	51,911		$	13,979	$	192		$	41,595	$	—		$	107,677
Accounts receivable		38,672			434,640		—			70,745		(10,931	)		533,126
Unbilled work		27,094			27,909		—			47,024		—			102,027
Construction joint ventures		44,528			1,807		—			—		(46,335	)		—
Deferred taxes		6,834			—		—			—		—			6,834
Other current assets		8,906			8,103		—			1,052		—			18,061
Total current assets		177,945			486,438		192			160,416		(57,266	)		767,725
Property and equipment, net		8,905			57,688		6,265			—		—			72,858
Intercompany advances		—			285,927		(259	)		—		(285,668	)		—
Investments in subsidiaries		273,030			9		—			—		(273,039	)		—
Goodwill		26,268			—		—			—		—			26,268
Other assets		7,844			2,219		119			—		—			10,182
	$	493,992		$	832,281	$	6,317		$	160,416	$	(615,973	)	$	877,033
Liabilities and Stockholders’ Equity:
Current maturities of long-term debt	$	6,834		$	8,281	$	231		$	—	$	—		$	15,346
Accounts payable		11,172			421,127		4			32,763		(10,728	)		454,338
Deferred contract revenue		3,391			59,123		—			29,587		—			92,101
Accrued expenses		(618	)		42,549		103			8,447		(203	)		50,278
Total current liabilities		20,779			531,080		338			70,797		(10,931	)		612,063
Long-term debt		23,032			7,691		6,309			—		—			37,032
Other long-term liabilities		31,738			5,008		—			—		—			36,746
Intercompany advances payable		227,251			15,133		—			43,284		(285,668	)		—
Stockholders’ equity		191,192			273,369		(330	)		46,335		(319,374	)		191,192
	$	493,992		$	832,281	$	6,317		$	160,416	$	(615,973	)	$	877,033

Condensed Consolidating Balance Sheet

December 31, 2005

(In thousands)

	Parent			Subsidiary Guarantors		Non-Guarantor Subsidiary			Joint Ventures		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	75,828		$	23,714	$	205		$	40,101	$	—		$	139,848
Accounts receivable		43,096			425,833		—			71,996		(4,553	)		536,372
Unbilled work		26,542			24,936		—			45,601		—			97,079
Construction joint ventures		43,350			2,373		—			—		(45,723	)		—
Deferred taxes		12,888			—		—			—		—			12,888
Other current assets		9,841			8,800		—			1,062		—			19,703
Total current assets		211,545			485,656		205			158,760		(50,276	)		805,890
Property and equipment, net		8,620			57,852		6,341			—		—			72,813
Intercompany advances		—			273,114		(259	)		—		(272,855	)		—
Investments in subsidiaries		264,021			3		—			—		(264,024	)		—
Goodwill		26,706			—		—			—		—			26,706
Other assets		7,621			2,101		125			—		—			9,847
	$	518,513		$	818,726	$	6,412		$	158,760	$	(587,155	)	$	915,256
Liabilities and Stockholders’ Equity:
Current maturities of long-term debt	$	7,996		$	8,059	$	226		$	—	$	—		$	16,281
Accounts payable		10,486			423,534		19			37,012		(3,972	)		467,079
Deferred contract revenue		1,713			55,589		—			25,871		—			83,173
Accrued expenses		(1,012	)		38,711		99			48,805		(581	)		86,022
Total current liabilities		19,183			525,893		344			111,688		(4,553	)		652,555
Long-term debt		24,249			9,349		6,371			—		—			39,969
Other long-term liabilities		35,626			3,931		—			—		—			39,557
Intercompany advances payable		256,280			15,226		—			1,348		(272,854	)		—
Stockholders’ equity		183,175			264,327		(303	)		45,724		(309,748	)		183,175
	$	518,513		$	818,726	$	6,412		$	158,760	$	(587,155	)	$	915,256

Condensed Consolidating Balance Sheet

December 31, 2004

(In thousands)

	Parent		Subsidiary Guarantors			Non-Guarantor Subsidiary			Joint Ventures		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	89,236	$	(1,667	)	$	455		$	48,281	$	—		$	136,305
Accounts receivable		38,440		259,255			—			83,907		(8,693	)		372,909
Unbilled work		22,305		19,060			—			48,915		—			90,280
Construction joint ventures		72,386		3,217			—			—		(75,603	)		—
Deferred taxes		4,110		—			—			—		—			4,110
Other current assets		967		1,262			—			1,883		—			4,112
Total current assets		227,444		281,127			455			182,986		(84,296	)		607,716
Property and equipment, net		7,554		3,300			6,632			—		—			17,486
Intercompany advances		—		229,643			(348	)		—		(229,295	)		—
Investments in subsidiaries		173,903		4			—			—		(173,907	)		—
Goodwill		12,678		—			—			—		—			12,678
Other assets		13,711		2,523			151			—		—			16,385
	$	435,290	$	516,597		$	6,890		$	182,986	$	(487,498	)	$	654,265
Liabilities and Stockholders’ Equity:
Current maturities of long-term debt	$	553	$	—		$	206		$	—	$	—		$	759
Accounts payable		15,623		275,861			316			61,577		(8,693	)		344,684
Deferred contract revenue		1,823		26,665			—			28,623		—			57,111
Accrued expenses		756		19,695			96			6,586		—			27,133
Total current liabilities		18,755		322,221			618			96,786		(8,693	)		429,687
Long-term debt		2,011		—			6,597			—		—			8,608
Other long-term liabilities		41,936		—			—			—		—			41,936
Intercompany advances payable		198,554		20,144			—			10,597		(229,295	)		—
Stockholders’ equity		174,034		174,232			(325	)		75,603		(249,510	)		174,034
	$	435,290	$	516,597		$	6,890		$	182,986	$	(487,498	)	$	654,265

Condensed Consolidating Statement of Income

For the Three Months Ended March 31, 2006

(In thousands)

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiary			Joint Ventures			Eliminations			Consolidated
Revenues	$	9,716		$	547,634		$	—		$	68,702		$	(13,289	)	$	612,763
Costs and Expenses:
Cost of Operations		9,197			519,904			—			64,629			(13,289	)		580,441
General and Administrative expenses		4,164			13,895			(188	)		—						17,871
Total Costs and Expenses	$	13,361		$	533,799		$	(188	)	$	64,629		$	(13,289	)	$	598,312
INCOME (LOSS) FROM CONSTRUCTION OPERATIONS	$	(3,645	)	$	13,835		$	188		$	4,073		$	—		$	14,451
Other (Income) Expense, net		(162	)		(330	)		69			—			—			(423	)
Interest Expense		502			301			144			—			—			947
Income (Loss) before Taxes	$	(3,985	)	$	13,864		$	(25	)	$	4,073		$	—		$	13,927
(Provision) Credit for Income Taxes		895			(5,185	)		—			(1,547	)		—			(5,837	)
Equity in net income (loss) of subsidiaries		11,180			358			—			—			(11,538	)		—
NET INCOME (LOSS)	$	8,090		$	9,037		$	(25	)	$	2,526		$	(11,538	)	$	8,090

Condensed Consolidating Statement of Income

For the Three Months Ended March 31, 2005

(In thousands)

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiary			Joint Ventures			Eliminations			Consolidated
Revenues	$	3,307		$	300,704		$	—		$	67,542		$	—		$	371,553
Costs and Expenses:
Cost of Operations		2,417			283,079			—			63,385			—			348,881
General and Administrative expenses		5,154			8,381			(202	)		—						13,333
Total Costs and Expenses	$	7,571		$	291,460		$	(202	)	$	63,385		$	—		$	362,214
INCOME (LOSS) FROM CONSTRUCTION OPERATIONS	$	(4,264	)	$	9,244		$	202		$	4,157		$	—		$	9,339
Other (Income) Expense, net		(46	)		105			26			—			—			85
Interest Expense		36			185			153			—			—			374
Income (Loss) before Taxes	$	(4,254	)	$	8,954		$	23		$	4,157		$	—		$	8,880
(Provision) Credit for Income Taxes		2,072			(3,822	)		—			(1,580	)		—			(3,330	)
Equity in net income (loss) of subsidiaries		7,732			621			—			—			(8,353	)		—
NET INCOME (LOSS)	$	5,550		$	5,753		$	23		$	2,577		$	(8,353	)	$	5,550

Condensed Consolidating Statement of Income

For the Year Ended December 31, 2005

(In thousands)

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiary			Joint Ventures			Eliminations			Consolidated
Revenues	$	27,131		$	1,464,907		$	—		$	253,320		$	(11,881	)	$	1,733,477
Costs and Expenses:
Cost of Operations		24,139			1,374,123			—			277,392			(11,881	)		1,663,773
General and Administrative expenses		20,364			42,170			(783	)		—						61,751
Total Costs and Expenses	$	44,503		$	1,416,293		$	(783	)	$	277,392		$	(11,881	)	$	1,725,524
INCOME (LOSS) FROM CONSTRUCTION OPERATIONS	$	(17,372	)	$	48,614		$	783		$	(24,072	)	$	—		$	7,953
Other (Income) Expense, net		715			(1,846	)		160			—			—			(971	)
Interest Expense		609			793			601			—			—			2,003
Income (Loss) before Taxes	$	(18,696	)	$	49,667		$	22		$	(24,072	)	$	—		$	6,921
(Provision) Credit for Income Taxes		8,091			(20,212	)		—			9,249			—			(2,872	)
Equity in net income (loss) of subsidiaries		14,654			1,594			—			—			(16,248	)		—
NET INCOME (LOSS)	$	4,049		$	31,049		$	22		$	(14,823	)	$	(16,248	)	$	4,049

Condensed Consolidating Statement of Income

For the Year Ended December 31, 2004

(In thousands)

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiary			Joint Ventures			Eliminations			Consolidated
Revenues	$	29,620		$	1,496,118		$	—		$	316,577		$	—		$	1,842,315
Costs and Expenses:
Cost of Operations		24,403			1,421,274			—			303,256			—			1,748,933
General and Administrative expenses		16,708			27,127			(786	)		—			—			43,049
Total Costs and Expenses	$	41,111		$	1,448,401		$	(786	)	$	303,256		$	—		$	1,791,982
INCOME (LOSS) FROM CONSTRUCTION OPERATIONS	$	(11,491	)	$	47,717		$	786		$	13,321		$	—		$	50,333
Other (Income) Expense, net		3,815			282			606			—			—			4,703
Interest Expense		85			8			611			—			—			704
Income (Loss) before Taxes	$	(15,391	)	$	47,427		$	(431	)	$	13,321		$	—		$	44,926
(Provision) Credit for Income Taxes		14,880			(18,871	)		—			(4,928	)		—			(8,919	)
Equity in net income (loss) of subsidiaries		36,518			3,019			—			—			(39,537	)		—
NET INCOME (LOSS)	$	36,007		$	31,575		$	(431	)	$	8,393		$	(39,537	)	$	36,007

Condensed Consolidating Statement of Income

For the Year Ended December 31, 2003

(In thousands)

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiary			Joint Ventures			Eliminations			Consolidated
Revenues	$	64,466		$	1,006,105		$	—		$	303,532		$	—		$	1,374,103
Costs and Expenses:
Cost of Operations		64,629			950,608			—			288,614			—			1,303,851
General and Administrative expenses		15,793			24,800			(831	)		—			—			39,762
Total Costs and Expenses	$	80,422		$	975,408		$	(831	)	$	288,614		$	—		$	1,343,613
INCOME (LOSS) FROM CONSTRUCTION OPERATIONS	$	(15,956	)	$	30,697		$	831		$	14,918		$	—		$	30,490
Other (Income) Expense, net		582			(2,273	)		256			—			—			(1,435	)
Interest Expense		360			—			643			—			—			1,003
Income (Loss) before Taxes	$	(16,898	)	$	32,970		$	(68	)	$	14,918		$	—		$	30,922
(Provision) Credit for Income Taxes		32,464			(13,699	)		—			(5,669	)		—			13,096
Equity in net income (loss) of subsidiaries		28,452			1,490			—			—			(29,942	)		—
NET INCOME (LOSS)	$	44,018		$	20,761		$	(68	)	$	9,249		$	(29,942	)	$	44,018

Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2006

(In thousands)

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiary			Proportional Share of Joint Ventures			Eliminations			Consolidated
NET CASH PROVIDED FROM (USED BY) OPERATING ACTIVITIES	$	9,251		$	5,361		$	44		$	(40,442	)	$	(611	)	$	(26,397	)
Cash Flows from Investing Activities:
Acquisition of property and equipment, net	$	(760	)	$	(781	)	$	—		$	—		$	—		$	(1,541	)
Capital contributions to joint ventures, net		(511	)		(100	)		—			—			611			—
Increase (decrease) in intercompany advances		(29,029	)		(12,907	)		—			41,936			—			—
Other items, net		(147	)		128			—			—			—			(19	)
NET CASH PROVIDED FROM (USED BY) INVESTING ACTIVITIES	$	(30,447	)	$	(13,660	)	$	—		$	41,936		$	611		$	(1,560	)
Cash Flows from Financing Activities:
Reduction in long-term debt, net	$	(2,379	)	$	(1,436	)	$	(57	)	$	—		$	—		$	(3,872	)
Other items, net		(342	)		—			—			—			—			(342	)
NET CASH USED BY FINANCING ACTIVITIES	$	(2,721	)	$	(1,436	)	$	(57	)	$	—		$	—		$	(4,214	)
Net Increase (Decrease) in Cash	$	(23,917	)	$	(9,735	)	$	(13	)	$	1,494		$	—		$	(32,171	)
Cash and Cash Equivalents at Beginning of Year		75,828			23,714			205			40,101			—			139,848
Cash and Cash Equivalents at End of Period	$	51,911		$	13,979		$	192		$	41,595		$	—		$	107,677

Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2005

(In thousands)

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiary			Proportional Share of Joint Ventures			Eliminations			Consolidated
NET CASH PROVIDED FROM (USED BY) OPERATING ACTIVITIES	$	5,009		$	(18,786	)	$	(213	)	$	(9,204	)	$	(3,394	)	$	(26,588	)
Cash Flows from Investing Activities:
Acquisition of Cherry Hill Construction, Inc., net of cash balance acquired	$	(22,447	)	$	2,164		$	—		$	313		$	—		$	(19,970	)
Acquisition of property and equipment, net		(837	)		(604	)		(8	)		—			—			(1,449	)
Proceeds from sale of available-for-sale securities		—			3,819			—			—			—			3,819
Capital contributions to joint ventures, net		(2,884	)		(510	)		—			—			3,394			—
Increase (decrease) in intercompany advances		(15,181	)		13,399			201			1,581			—			—
Other items, net		—			(8	)		—			—			—			(8	)
NET CASH PROVIDED FROM (USED BY) INVESTING ACTIVITIES	$	(41,349	)	$	18,260		$	193		$	1,894		$	3,394		$	(17,608	)
Cash Flows from Financing Activities:
Proceeds from long-term debt, net	$	(135	)	$	(5,567	)	$	(49	)	$	—		$	—		$	(5,751	)
Other items, net		118			—			—			—			—			118
NET CASH USED BY FINANCING ACTIVITIES	$	(17	)	$	(5,567	)	$	(49	)	$	—		$	—		$	(5,633	)
Net Increase (Decrease) in Cash	$	(36,357	)	$	(6,093	)	$	(69	)	$	(7,310	)	$	—		$	(49,829	)
Cash and Cash Equivalents at Beginning of Year		89,236			(1,667	)		455			48,281			—			136,305
Cash and Cash Equivalents at End of Period	$	52,879		$	(7,760	)	$	386		$	40,971		$	—		$	86,476

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2005

(In thousands)

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiary			Proportional Share of Joint Ventures			Eliminations			Consolidated
NET CASH PROVIDED FROM (USED BY) OPERATING ACTIVITIES	$	(15,950	)	$	49,613		$	53		$	756			(4,133	)	$	30,339
Cash Flows from Investing Activities:
Acquisition of Cherry Hill Construction, Inc., net of cash balance acquired	$	(22,447	)	$	2,164		$	—		$	313		$	—		$	(19,970	)
Acquisition of Rudolph and Sletten, Inc., net of cash balance acquired		(55,460	)		1,863			—			—			—			(53,597	)
Acquisition of property and equipment, net		(2,954	)		(7,956	)		(8	)		—			—			(10,918	)
Proceeds from land held for sale, net		—			3,966			—			—			—			3,966
Proceeds from sale of available-for-sale securities		—			36,389			—			—			—			36,389
Capital contributions to joint ventures, net		(2,270	)		(1,863	)		—			—			4,133			—
Increase (decrease) in intercompany advances		62,613			(53,275	)		(89	)		(9,249	)		—			—
Other items, net		(175	)		854			—			—			—			679
NET CASH PROVIDED FROM (USED BY) INVESTING ACTIVITIES	$	(20,693	)	$	(17,858	)	$	(97	)	$	(8,936	)	$	4,133		$	(43,451	)
Cash Flows from Financing Activities:
Purchase of preferred stock pursant to settlement of lawsuit	$	(7,109	)	$	—		$	—		$	—		$	—		$	(7,109	)
Proceeds from long-term debt, net		29,681			(6,374	)		(206	)		—			—			23,101
Other items, net		663			—			—			—			—			663
NET CASH PROVIDED FROM (USED BY) FINANCING ACTIVITIES	$	23,235		$	(6,374	)	$	(206	)	$	—		$	—		$	16,655
Net Increase (Decrease) in Cash	$	(13,408	)	$	25,381		$	(250	)	$	(8,180	)	$	—		$	3,543
Cash and Cash Equivalents at Beginning of Year		89,236			(1,667	)		455			48,281			—			136,305
Cash and Cash Equivalents at End of Year	$	75,828		$	23,714		$	205		$	40,101		$	—		$	139,848

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2004

(In thousands)

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiary			Proportional Share of Joint Ventures		Eliminations			Consolidated
NET CASH PROVIDED FROM (USED BY) OPERATING ACTIVITIES	$	31,912		$	24,740		$	198		$	12,956	$	(10,040	)	$	59,766
Cash Flows from Investing Activities:
Acquisition of property and equipment, net	$	(1,190	)	$	(1,794	)	$	—		$	—	$	—		$	(2,984	)
Proceeds from land held for sale, net		—			1,161			—			—		—			1,161
Capital contributions to joint ventures, net		(9,440	)		(600	)		—			—		10,040			—
Increase (decrease) in intercompany advances		13,926			(18,828	)		(26	)		4,928		—			—
Other items, net		(105	)		—			—			—		—			(105	)
NET CASH PROVIDED FROM (USED BY) INVESTING ACTIVITIES	$	3,191		$	(20,061	)	$	(26	)	$	4,928	$	10,040		$	(1,928	)
Cash Flows from Financing Activities:
Proceeds from long-term debt, net	$	551		$	—		$	(196	)	$	—	$	—		$	355
Proceeds from exercise of common stock options and stock purchase warrants		11,624			—			—			—		—			11,624
Other items, net		(1,335	)		—			—			—		—			(1,335	)
NET CASH PROVIDED FROM (USED BY) FINANCING ACTIVITIES	$	10,840		$	—		$	(196	)	$	—	$	—		$	10,644
Net Increase (Decrease) in Cash	$	45,943		$	4,679		$	(24	)	$	17,884	$	—		$	68,482
Cash and Cash Equivalents at Beginning of Year		43,293			(6,346	)		479			30,397		—			67,823
Cash and Cash Equivalents at End of Year	$	89,236		$	(1,667	)	$	455		$	48,281	$	—		$	136,305

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2003

(In thousands)

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiary			Proportional Share of Joint Ventures			Eliminations			Consolidated
NET CASH PROVIDED FROM (USED BY) OPERATING ACTIVITIES	$	11,874		$	33,334		$	335		$	(218	)	$	(2,749	)	$	42,576
Cash Flows from Investing Activities:
Acquisition of James A. Cummings, Inc., net of cash balance acquired	$	(20,565	)	$	11,952		$	—		$	—		$	—		$	(8,613	)
Acquisition of property and equipment, net		(3,318	)		(1,069	)		(219	)		—			—			(4,606	)
Proceeds from land held for sale , net		—			4,996			—			—			—			4,996
Capital contributions to joint ventures, net		(2,572	)		(177	)		—			—			2,749			—
Increase (decrease) in intercompany advances		43,534			(49,328	)		125			5,669			—			—
Other items, net		—			343			—			—			—			343
NET CASH PROVIDED FROM (USED BY) INVESTING ACTIVITIES	$	17,079		$	(33,283	)	$	(94	)	$	5,669		$	2,749		$	(7,880	)
Cash Flows from Financing Activities:
Purchase of preferred stock pursant to tender offer	$	(11,261	)	$	—		$	—		$	—		$	—		$	(11,261	)
Reduction of long-term debt, net		(3,364	)		—			(163	)		—			—			(3,527	)
Other items, net		884			—			—			—			—			884
NET CASH USED BY FINANCING ACTIVITIES	$	(13,741	)	$	—		$	(163	)	$	—		$	—		$	(13,904	)
Net Increase in Cash	$	15,212		$	51		$	78		$	5,451		$	—		$	20,792
Cash and Cash Equivalents at Beginning of Year		28,081			(6,397	)		401			24,946			—			47,031
Cash and Cash Equivalents at End of Year	$	43,293		$	(6,346	)	$	479		$	30,397		$	—		$	67,823

EX-99.3

Exhibit 99.3

Contact Information:

CCG Investor Relations 10960 Wilshire Boulevard Suite 2050 Los Angeles, California 90024 (310) 231-8600 ext. 103 Crocker Coulson, President Perini Corporation 73 Mount Wayte Ave. Framingham, MA 01701 (508) 628-2295 Michael E. Ciskey, Vice President     and Chief Financial Officer

FOR IMMEDIATE RELEASE

Perini Corporation Announces an Offering of

$100 Million of Senior Notes due 2013

Framingham, MA – May 22, 2006 — Perini Corporation (NYSE:PCR) today announced that it intends to offer, subject to market and other conditions, $100 million of Senior Notes due 2013 (the “Notes”). The Notes will be guaranteed by certain of Perini Corporation’s subsidiaries. The proceeds from the sale of the Notes will be used to repay the term loan outstanding under Perini Corporation’s existing credit facility and for general corporate purposes.

The Notes will be issued in a private placement and are expected to be resold by the initial purchaser to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), to persons outside of the United States under Regulation S under the Securities Act and to certain institutional accredited investors within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Securities Act.

The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This news release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes in any jurisdiction in which such an offer or sale would be unlawful.

Forward-Looking Statements

This announcement includes forward-looking statements, including Perini Corporation’s plans regarding the issuance of the Notes and use of proceeds from the sale of the Notes. Perini Corporation has based these forward-looking statements on its current expectations and projections about future events. Although Perini Corporation believes that its assumptions made in connection with the forward-looking statements are reasonable, no assurances can be given that its assumptions and expectations will prove to have been correct. These forward-looking statements are subject to various risks, uncertainties and assumptions. Perini Corporation undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this announcement might not occur.