DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 3, 2008

PERINI CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts

(State or Other Jurisdiction of Incorporation)

1-6314	04-1717070
(Commission File Number)	(IRS Employer Identification No.)
73 Mt. Wayte Avenue, Framingham, MA	01701
(Address of Principal Executive Offices)	(Zip Code)

(508) 628-2000

(Registrant’s Telephone Number, Including Area Code)

(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)

x 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 April 2, 2008, Perini Corporation (the “Company”) entered into an agreement to consummate a business combination transaction with Tutor-Saliba Corporation (“Tutor-Saliba”). The transaction was announced in a press release dated April 2, 2008, which was filed as an exhibit to a separate current report on Form 8-K filed by the Company on April 2, 2008.

Additional Information and Where to Find It

In connection with the proposed transaction, the Company will file with the Securities and Exchange Commission a proxy statement and will mail the proxy statements 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 the Company regarding the Company, Tutor-Saliba and the proposed transaction, without charge, at the Securities and Exchange Commission’s Internet site (http://www.sec.gov). In addition, shareholders may obtain free copies of the documents filed with the Securities and Exchange Commission by the Company by contacting the Company’s Investor Relations at 310-477-9800.

Participants in the Transaction

The Company, Tutor-Saliba and their directors and executive officers may be deemed participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed transaction. Information regarding the participants in the solicitation and a description of their direct and indirect interests will be contained in the proxy statement and other relevant materials to be filed with the Securities and Exchange Commission by the Company. Additional information regarding the directors and executive officers of the Company is also included in the Company’s proxy statement for its 2007 Annual Meeting of Shareholders, which was filed with the SEC on April 17, 2007. These documents are available free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at the Company, who can be contacted as described above.

Item 9.01 Exhibits

(d)

Exhibit 99.1 Presentation slides to be discussed during investor conference call, April 3, 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 April 3, 2008.

PERINI CORPORATION
/s/ Kenneth R. Burk
By:	Kenneth R. Burk
Its:	Senior Vice President and Chief Financial Officer

EX-99.1

Combination with

Tutor-Saliba

April 3, 2008

Exhibit 99.1

1

Forward-looking Statements

This

press

release

contains

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995,

including,

but

not

limited

to,

statements

relating

to

timing

of

and

satisfaction

of

conditions

to

the

merger,

whether

any

of

the

anticipated

benefits

of

the

merger

will

be

realized,

including

future

revenues,

future

net

income,

future

cash

flows,

future

competitive

positioning

and

business

synergies,

future

acquisition

cost

savings,

future

expectations

that

the

merger

will

be

accretive

to

GAAP

and

cash

earnings

per

share,

future

market

demand,

future

benefits

to

stockholders,

future

debt

payments

and

future

economic

and

industry

conditions.

Words

such

as

“expect”,

“estimate”,

“project”,

“budget”,

“forecast”,

“anticipate”,

“intend”,

“expect”,

“plan”,

“may”,

“will”,

“could”,

“should”,

“believe”,

“predict”,

“potential”,

“continue”

and

similar

expressions

are

also

intended

to

identify

forward-looking

statements.

The

companies

believe

that

their

expectations

are

reasonable

and

are

based

on

reasonable

assumptions.

However,

such

forward-looking

statements

by

their

nature

involve

risks

and

uncertainties

that

could

cause

actual

results

to

differ

materially

from

the

results

predicted

or

implied

by

the

forward-

looking

statement.

The

potential

risks

and

uncertainties

include,

but

are

not

limited

to:

potential

difficulties

that

may

be

encountered

in

integrating

the

merged

businesses;

the

ability

to

integrate

the

businesses

in

a

timely

and

cost-efficient

manner;

the

ability

to

realize

the

expected

synergies

resulting

for

the

transaction

in

the

amounts

or

in

the

timeframe

anticipated;

potential

uncertainties

regarding

market

acceptance

of

the

combined

company,

uncertainties

as

to

the

timing

of

the

merger,

approval

of

the

transaction

by

the

stockholders

of

the

companies

and

the

satisfaction

of

other

closing

conditions

to

the

transaction,

including

the

receipt

of

regulatory

approvals;

competitive

responses

to

the

merger;

an

economic

downturn;

changes

in

the

each

company’s

book

of

business;

the

effects

of

disruption

from

the

transaction

making

it

more

difficult

to

maintain

relationships

with

employees,

customers,

other

business

partners

or

government

entities;

each

company’s

compliance

with

government

contract

procurement

regulations;

each

company’s

ability

to

procure

government

contracts;

each

company’s

reliance

on

government

appropriations,

the

ability

of

the

government

to

unilaterally

terminate

either

company’s

contracts;

each

company’s

ability

to

make

accurate

estimates

and

control

costs;

each

company’s

ability

to

win

or

renew

contracts;

each

company’s

and

its

partners’

ability

to

bid

on,

win

perform

and

renew

contracts

and

projects;

environmental

issues

and

liabilities;

liabilities

for

pending

and

future

litigation,

the

impact

of

changes

in

laws

and

regulations;

a

decline

in

defense

spending;

industry

competition;

each

company’s

ability

to

attract

and

retain

key

individuals;

employee,

agent

or

partner

misconduct;

risks

associated

with

changes

in

equity-based

compensation

requirements;

each

company’s

leveraged

position

and

ability

to

service

its

debt;

risks

associated

with

international

operations;

business

activities

in

high

security

risk

countries;

third

party

software

risks;

terrorist

and

natural

disaster

risks;

each

company’s

relationships

with

its

labor

unions;

each

company’s

ability

to

protect

its

intellectual

property

rights;

anti-takeover

risks

and

other

factors

discussed

more

fully

in

Perini’s

Form

10-K

for

its

year

ended

December

31,

2007

as

well

as

in

the

Proxy

Statement

of

Perini

to

be

filed,

and

other

reports

subsequently

filed

from

time

to

time,

with

the

Securities

and

exchange

Commission.

These

forward-

looking

statements

represent

only

Perini’s

current

intentions,

beliefs

or

expectations,

and

any

forward-looking

statement

speaks

only

as

of

the

date

on

which

it

was

made.

Perini

assumes

no

obligation

to

update

any

forward-looking

statements.

2

Additional Information

In

connection

with

the

proposed

transaction,

Perini

will

file

with

the

Securities

and

Exchange

Commission

a

proxy

statement

and

will

mail

proxy

statements

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).

In

addition,

shareholders

may

obtain

free

copies

of

the

documents

filed

with

the

SEC

by

Perini

by

contacting

Perini’s

Investor

Relations

at

310-477-9800.

You

may

also

find

information

about

the

merger

transaction

at

www.perini.com

Perini,

Tutor-Saliba

and

their

directors

and

executive

officers

may

be

deemed

participants

in

the

solicitation

of

proxies

from

the

stockholders

of

Perini

in

connection

with

the

proposed

transaction.

Information

regarding

the

special

interests

of

these

directors

and

executive

officers

in

the

proposed

transaction

will

be

included

in

the

proxy

statement

of

Perini

described

above.

Additional

information

regarding

the

directors

and

executive

officers

of

Perini

is

also

included

in

Perini’s

proxy

statement

for

its

2007

Annual

Meeting

of

Stockholders,

which

was

filed

with

the

SEC

on

April

17,

2007.

These

documents

are

available

free

of

charge

at

the

SEC’s

web

site

at

www.sec.gov

and

from

Investor

Relations

at

Perini

as

described

above.

3

Company Participants

Mike Klein, Chairman of the Special Committee

Ronald Tutor, Chairman & CEO

Robert Band, President & COO

Ken Burk, Sr. Vice President and CFO

4

Transaction Overview

Purchase Price &

Consideration

100% stock consideration

Issuance of 23.0 million Perini shares to Tutor-Saliba

Assumption

of

estimated

net

debt

of

$10

million

(1)

Pro Forma Ownership

55% Perini Corporation (“Perini") shareholders

45% Tutor-Saliba Corporation (“Tutor-Saliba") shareholders

Pro

Forma

Impact

Expected to be accretive to diluted EPS in first full fiscal year of

combined operations

Approvals Required

Standard regulatory and government approvals

Perini shareholder approval

Board of Directors

Tutor-Saliba to nominate two new directors (one to be

appointed at a later date); Board will initially consist of 10

directors

Expected Closing

Q3 2008

Other Terms

All shares controlled by Ron Tutor locked-up for 6 months and

70% locked-up for the longer of 5 years or until below 20%

Discretionary voting for 20% of Perini shares controlled by Ron

Tutor; other shares controlled by Ron Tutor voted in proportion

with Perini shareholders

Tax Implications

Tax free for all Perini shareholders

(1)  Estimated assumed indebtedness, net of cash, at closing

5

Transaction Rationale

Highly Complementary Business Models

Accelerates Perini’s Growth Profile

Enhances Leadership Positions in Key Growth Markets

Increases Size, Scale and Diversity

Maintains Existing Strong Financial Position

Presents Attractive Synergy Opportunities

Creates the premier publicly traded civil and commercial

construction services firm in the US

6

0

5

10

15

20

25

30

35

40

1977

1980

1985

1990

1995

2000

2005

Present

0

500

1,000

1,500

2,000

2,500

3,000

3,500

Cummulative JV Project Value

Cummulative Number of JV Projects

Perini and Tutor-Saliba –

a History of Partnership

Successful partnership since 1977

Completed

over

35

projects

as

JV

partners

with

aggregate

project

value

of

over

$3

billion

History of significant profitability as a partnership with an average gross profit

margin of approximately 6%

1997: Ron Tutor

joins Perini as

COO and

Director

2000: Ron

Tutor becomes

Perini’s CEO

and Chairman

1987: $176 million

Lexington Ave JV

1996: $248

million SFO Intl

Terminal JV

2001: $317

million Jamaica

Station JV

7

Highly Complementary Business Models

Leading commercial contractor in

gaming and hospitality; leading

healthcare contractor in California

Highly-respected brand in Eastern

U.S. civil construction

Leading U.S government contractor

with worldwide urgent response and

remote capabilities

Predominantly private client base

Highly scalable business model with

subcontractor relationships and

alliances

Contributes additional resources,

experience and relationships in Las

Vegas

Leading Western U.S. civil

contractor

Leading contractor in Guam with a

highly defensible market position

and attractive market opportunity

Significant public works success

and experience

Integrated business model with

significant self perform capabilities

8

Tutor-Saliba Overview

60

year

history

of

providing

civil

infrastructure

and

commercial

construction

services to government and private sector clients

Focused on delivering large, complex projects in the range of $100 million

to in excess of $1 billion

Well positioned in key growth markets

Civil infrastructure

Gaming and hospitality

Guam

Leading presence in

California

Nevada

Guam

Expected

FY2008

revenue

and

operating

income

of

$1.4

–

$1.5

billion

and

$85 –

$95 million, respectively

2,200 employees as of 12/31/07

9

Tutor-Saliba Segment Overview

Domestic Civil

Domestic Commercial

International

Focused on the construction,

repair and replacement of

public infrastructure

Strong presence in

California

Focused on hospitality and

gaming construction

services end-market

A leader in the California

and Nevada markets

Focused on delivering civil

and commercial construction

services in Guam, primarily

to the U.S. military

#1 private employer in Guam

with substantial local

infrastructure

Wynn Encore, Las Vegas

$1.3 billion

Home Depot, Guam

$22 million

I-80, San Francisco

$250 million

UCLA Westwood Hospital, Los Angeles

$540 million

LAX Runway and Taxiway Improvements

$260 million

British Embassy, Manila

$19 million

10

1.2

1.4-1.5

1.9-2.0

2007A

2008E

2009E

60

150 -170

90-100

2007A

2008E

2009E

55

145-165

85-95

2007A

2008E

2009E

5%

6%

8%

2007A

2008E

2009E

Expected Tutor-Saliba Financial Performance

Revenue ($bn)

EBITDA ($mm)

Operating Profit ($mm)

Operating Profit Margin (%)

~

~

11

Integrated Construction Services Provider

Pre-Construction

Services

Commercial

Construction

Civil

Construction

Pre-Construction

Services

Civil

Construction

International

Contracting

Commercial

Construction

International

Contracting

Tutor-Saliba brings a similar integrated approach to contracting,

while adding additional self-performance service capabilities

Electrical

Mechanical /

Plumbing

Aggregates

12

Accelerated Growth Profile

Tutor-Saliba’s resource pool and relationships will allow Perini to

continue to expand in gaming and hospitality construction,

particularly in Las Vegas

Expanded self-performance capabilities enables the combined

company to capture a greater share of higher margin work

Increased exposure to the California and Nevada civil

infrastructure opportunity

Industry-leading combined bonding capacity provides new project

opportunities and expansion of JV relationships

Leading

contractor in rapidly growing Guam construction market

The combination with Tutor-Saliba positions Perini

to accelerate our earnings growth

13

Enhances Leadership

Positions in Key Growth Markets

Broadens U.S. footprint and adds significant execution expertise

U.S. public infrastructure spending is expected to remain strong,

supported by the $286 billion SAFETEA-LU Act

California and New York, two of the combined company’s core

markets, have recently issued nearly $50 billion of new bond issues

to fund public infrastructure projects

Civil

International

Expands International opportunity set through Tutor-Saliba’s

leading

market position in Guam

More than $15 billion of expected infrastructure investment in

Guam by 2014; predominantly self performed work utilizing existing

local infrastructure and labor force

Source:  U.S. Department of Transportation, Nevada Gaming Commission

Commercial

Adds capacity, relationships and self performance capabilities to

Perini’s leading commercial construction franchise

Over $17 billion of gaming and hospitality projects targeted to be

awarded by 2009

Non-residential construction expected to grow 15% to $1.33 trillion

by 2011; focus on education, healthcare and industrial

14

Perini Backlog

Tutor-Saliba Backlog

Total Targeted Projects

Significant Pro Forma

Backlog and Targeted Projects

The combined company will have approximately $50 billion in

combined backlog and near-term targeted projects

Over $40 billion of targeted

projects 2008 and 2009

$9 billion of backlog as of 12/31/07

15

Increases Size, Scale and Diversity

Source: public filings and Engineering News Record estimates

(1)     Based on most recent fiscal year revenue

Substantially expands revenue, EBITDA, backlog and new

business opportunities

Creates largest US-listed civil and commercial general

contractor

(1)

Adds geographic diversity

Augments U.S. Building and Civil footprint, while expanding

international presence

Leadership positions in the Northeast, Southeast and

Southwest

regions

Extends customer base by adding key new public and private

relationships

Enhances service portfolio and self performance capabilities

16

The Civil Opportunity

Tutor-Saliba has a long, demonstrated history of consistent profitability on

civil projects

~15% average gross margin over last 10 years

Opportunity to enhance and stabilize Perini Civil margins

Substantial management depth in Tutor-Saliba

Civil

Opportunity to leverage / share resources and best practices

Tutor-Saliba’s management will lead the combined civil business

Combined

size

and

scale,

and

one

of

the

largest

equipment

fleets

in

the

U.S., enhances ability to compete and execute the largest civil projects in

the U.S.

Significant enhanced national footprint

Substantial combined surety bonding capacity

Provides capability for larger civil book of business and expanded JV

relationships

17

Attractive Synergy Opportunities

Share best practices and leverage management resources

Utilize Perini’s hospitality/gaming platform

Leverage Tutor-Saliba’s superior civil platform

Bring PMSI management and resources to Tutor-Saliba’s

Guam

operation

Increased capabilities in higher margin self-perform

Electrical and mechanical services, manufacturer of both

concrete and aggregates

Corporate executive presence relocated to Las Vegas in 2009 and

will target enhanced efficiencies of scale

18

Integration Plan

Jointly developed integration plan utilizing best practices from

both companies

Consolidate corporate offices and co-locate executive

management team

Tutor-Saliba gaming and hospitality integrated into Perini platform

Perini civil led by Tutor-Saliba’s management

Guam operations led by PMSI management

Seamless integration due to history of JV

cooperation and history of successful acquisitions

19

History of Successful Acquisitions

Acquired in January 2003

$98 million in revenue when acquired,

growing to $297 million in 2007

Improved position in education and

municipal construction end-markets in

Florida

Enhanced diversity of geographic

presence building segment

Acquired in October 2005

$697 million in revenue when

acquired, growing to $1.25 billion in

2007

Expanded position in corporate

campuses and healthcare,

pharmaceutical, biotech, and high-

tech projects

Successful transitioned into Native

American hospitality and gaming

related construction

James A. Cummings, Inc.

Acquired in January 2005

Expanded equipment fleet on the East

coast

Strengthened civil construction

capabilities in the Mid-Atlantic

20

Strong Financial Position

1,946

73

624

$510

Estimated

Pro Forma

12/31/07

Market Capitalization

(2)

Debt

Liquidity

(1)

Cash and Cash Equivalents

($ in millions)

Substantial pro forma liquidity

6% total debt / total capitalization

Enhanced access to surety bonding

(1)  Cash and unfunded revolving credit facility

(2)  As of April 1, 2008

21

Financial Highlights & Guidance

The transaction is expected to be slightly dilutive to FY2008 EPS and

accretive to the first full fiscal year (FY2009) diluted EPS

Reiterate

FY2008

guidance

of

$3.50

–

$3.75

for

combined

company

Initiate

FY2009

revenue

and

EPS

guidance

of

$7.3

–

$7.8

billion

and

$4.00 –

$4.20, respectively

Expected

combined

EPS

growth

between

10%

–

20%

for

FY2010

Full Year 2008E

~3%

$150 –

$165

$5.0 –

$5.4

Perini

~6%

$85 –

$95

$1.4 –

$1.5

Tutor-Saliba

Operating Margin (%)

Operating Profit ($mm)

Revenue ($bn)

22

The Combined Perini Tutor-Saliba

$9 billion pro forma backlog and $40 billion of targeted projects

Pre-eminent gaming and hospitality contractor

Leading and profitable civil construction services provider

Expanded international platform with compelling growth profile

Strong financial position and industry-leading access to surety

bonding

Attractive growth opportunities

Focused, experienced management team with significant depth

The

combination

of

Perini

and

Tutor-Saliba

creates

the premier publicly traded civil and commercial

construction services firm in the US

23

Q&A