UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Perini Corporation
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
713839 10 8
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(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
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(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
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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
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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SOURCE OF FUNDS
4
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Incorporated in the State of Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,668,213
EACH REPORTING
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PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
2,668,213
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,668,213
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.58%
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TYPE OF REPORTING PERSON
14
HC, CO
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SCHEDULE 13D
CUSIP NO. 713839 10 8
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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
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=====================================================================
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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SOURCE OF FUNDS
4
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Incorporated in the Commonwealth of Pennsylvania
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NUMBER OF 7 SOLE VOTING POWER
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,659,846
EACH REPORTING
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PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
2,659,846
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,659,846
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.54%
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TYPE OF REPORTING PERSON
14
IC
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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
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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