SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 1999
Perini Corporation
___________________________________________________
(Exact name of registrant as specified in charter)
Massachusetts 1-6314 04-1717070
(State or other (Commission File Number) (IRS Employer Identification No.)
jurisdiction of
incorporation)
73 Mt. Wayte Avenue, Framingham, Massachusetts 01701
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (508) 628-2000
(Former name or former address, if changed since last report) Not applicable
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ITEM 5. OTHER EVENTS.
On November 24, 1999, Perini Corporation issued the following Press
Release:
PERINI ANNOUNCES LETTER OF INTENT WITH INVESTOR GROUP
Framingham, MA -- Perini Corporation (AMEX:PCR) (the "Company") and Tutor-Saliba
Group, L.L.C., a company controlled by Ronald N. Tutor, Chairman of the Board of
Directors of the Company, acting on behalf of itself and certain other buyers
(collectively, the "Tutor Group"), today announced that, through a Special
Committee of its Board of Directors, the Company and the Tutor Group had entered
into a letter of intent with respect to an investment transaction by the Tutor
Group. Pursuant to the letter of intent, the parties have agreed to negotiate in
good faith to enter into a definitive agreement whereby the Tutor Group would
purchase a combination of common stock and preferred stock from the Company with
an aggregate value of $40 million and a per share price for the common stock of
$4.25 per share.
The recapitalization is subject to, among other things, the renegotiation of the
Company's bank credit agreements and the agreement by holders of no less than a
majority of the Series B Preferred Stock (which has a current, accreted face
amount of approximately $40 million) to convert into common stock at an
effective price of $5.67 per share.
The Company also announced that the Special Committee has retained Houlihan
Lokey Howard & Zukin as its financial advisor, and has authorized it to explore
the feasibility of strategic alternatives that may be available to the Company
to protect and enhance shareholder value, including without limitation,
consummation of the investment contemplated by the letter of intent or an
alternative transaction with a third party. Pursuant to the letter of intent,
under certain circumstances, in the event the Company enters into a business
combination or certain other transactions with an entity other than theTutor
Group, the Company will be required to pay the Tutor Group a fee of $750,000.
The company cautioned that is has not decided to proceed with any transaction,
that the letter of intent is not a binding agreement with respect to an
investment transaction involving the Company, that the Company has not entered
into any other binding agreement with respect to an alternative transaction and
no assurance can be given that any transaction will be entered into or
consummated or that the Tutor Group and its affiliates, who are large
shareholders of the Company, would enter into or support any alternative
transaction.
2
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The statements contained in this Release that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
statements regarding the Company's expectations, hopes, beliefs, intentions or
strategies regarding the future. Forward-looking statements involve a number of
risks, uncertainties or other factors that may cause actual results or
performance to be materially different from those expressed or implied by such
forward-looking statement. These risks and uncertainties include, but are not
limited to, the continuing validity of the underlying assumptions and estimates
of total forecasted project revenues, costs and profits and project schedules;
the outcomes of pending or future litigation, arbitration or other dispute
resolution proceedings; changes in federal and state appropriations for
infrastructure projects; possible changes or developments in worldwide or
domestic, social, economic, business, industry, market and regulatory conditions
or circumstances; and actions taken or omitted to be taken by third parties
including the Company's customers, suppliers, business partners, and competitors
and legistrative, regulatory, judicial and other governmental authorities and
officials.
3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Perini Corporation
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Dated: November 30, 1999 By: /s/ Robert Band
Robert Band
President and Chief
Executive Officer
