UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO SCHEDULE 13D
Under the Securities Exchange Act of 1934
Perini Corporation
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(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
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(Title and Class of Securities)
71383910
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(CUSIP Number)
Raymond R. Oneglia Edward B. Whittemore
Vice Chairman With a Murtha Cullina LLP
O&G Industries, Inc. Copy to: CityPlace I
112 Wall Street 185 Asylum Street
Torrington, CT 06790 Hartford, CT 06103
(860) 496-4298 (860) 240-6000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
December 20, 2005
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided for in a prior cover page.
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).
(Continued on following page(s))
CUSIP NO. 713939108
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1) Name of Reporting Person O&G Industries, Inc.
S.S. or I.R.S. I.D. No. of above person 06-0479981
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2) Check the Appropriate Box if a Member of a Group
(a) [__]
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(b) [X]
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3) SEC Use Only
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4) Source of Funds WC
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5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant toItems 2(d) or 2(e) [__]
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6) Citizenship or Place of Organization Connecticut
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7) Sole Voting Power 1,802,941
Number of -----------------------
Shares
Beneficially 8) Shared Voting Power 0
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Owned By
Each
Reporting 9) Sole Dispositive Power 1,802,941
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Person With 10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by
Each Reporting Person 1,802,941
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12) Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares [_____]
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13) Percent of Class Represented by Amount in Row (11) 7.0%
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14) Type of Reporting Person CO
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This Amendment No. 1 to Schedule 13D on the Common Stock of Perini
Corporation, a Massachusetts corporation, is being filed on behalf of O&G
Industries, Inc. ("O&G" or the "Reporting Person") to amend and update the
Schedule 13D (the "Original Schedule 13D") originally filed by the
Reporting Person on February 15, 2000. Unless otherwise indicated, all
capitalized terms used herein but not defined herein shall have the same
meanings as set forth in the Original Schedule 13D.
Item 1. Security and Issuer.
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This Amendment No. 1 to Schedule 13D relates to the common stock, par value
$1.00 per share ("Common Stock"), of Perini Corporation, a Massachusetts
corporation (the "Issuer"), whose principal executive offices are located at 73
Mt. Wayte Avenue, Framingham, MA 01701.
The Reporting Person is filing this Amendment No. 1 to Schedule 13D because
it sold an aggregate of 700,000 shares of the Issuer's Common Stock on December
20, 2005 and January 4, 2006 in a secondary public offering registered by the
Issuer on Form S-1 under the Securities Act of 1933 (SEC File No. 333-117344)
(the "Public Offering"). The Reporting Person sold these shares pursuant to an
underwriting agreement dated of December 14, 2005, by and among the Issuer, the
Reporting Person and the other parties named as selling stockholders therein
(the "Underwriting Agreement").
As a result of O&G's sale of Common Stock of the Issuer in the Public
Offering, O&G now beneficially owns 1,802,941, or approximately 7.0%, of the
Issuer's issued and outstanding Common Stock.
Item 2. Identity and Background.
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(a)-(c) and (f). This Amendment No. 1 to Schedule 13D is filed on behalf of
O&G, which has its principal executive offices located at 112 Wall Street,
Torrington, CT 06790. O&G is a diversified building materials and construction
services company which is engaged in building general contracting, construction
management and design/build services; heavy highway/civil and environmental
remediation/construction services; and the manufacture and sale of building
materials including redi-mix concrete, bituminous paving materials, quarried
stone, sand and gravel and masonry products.
The name, business address, principal occupation, address of employment and
citizenship of each executive officer, director and controlling person of O&G
are set forth in Schedule A attached hereto, which is hereby incorporated herein
to this Item 2 by reference.
(d) Neither O&G nor, to the best of its knowledge, any executive officer,
director or controlling person of O&G named in Schedule A has, during the last
five years, been convicted in any criminal proceeding, excluding traffic
violations or similar misdemeanors.
(e) Neither O&G nor, to the best of its knowledge, any executive officer,
director or controlling person of O&G named in Schedule A has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which it was or is subject to a
judgment, decree or final order enjoining future violations of, or
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prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration.
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As of the date of this statement, O&G beneficially owns 1,802,941, or
approximately 7.0%, of the Issuer's issued and outstanding Common Stock. Other
than 150,000 shares previously owned by O&G, all of these shares were acquired
on March 29, 2000 pursuant to the terms of a securities purchase agreement dated
February 5, 2000 by and among the Issuer, O&G and other parties purchasing
shares of the Issuer's Common Stock pursuant to such agreement (the "Securities
Purchase Agreement"). Please see Items 1, 3 and 5 of the Reporting Persons'
Original Schedule 13D for further information, which are hereby incorporated by
reference.
The funds used by O&G for the 2000 purchase of shares of the Issuer's
Common Stock consisted solely of O&G's working capital. No leverage or borrowed
funds were used to purchase any of the shares of the Issuer's Common Stock which
are the subject of this Amendment No. 1 to Schedule 13D.
Item 4. Purpose of Transaction.
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The Common Stock has been acquired by the Reporting Person for investment
purposes. Subject to certain restrictions set forth in a Shareholders Agreement
(described below in Item 6), the Reporting Person may sell some or all of the
Common Stock, either in the open market or in private transactions depending on
its evaluation of the Issuer's business, prospects and financial condition, the
market for the Common Stock, other opportunities available to the Reporting
Person, prospects for the Reporting Person's own businesses, general economic
conditions and stock market conditions and further developments. The
restrictions of the Shareholders Agreement are described in Item 6 below. The
Shareholders Agreement will expire not later than March 29, 2006.
Certain other arrangements with respect to corporate governance of the
Issuer are set forth in the Securities Purchase Agreement, which was attached as
Exhibit 1 to the Reporting Person's Original Schedule 13D, and the Shareholders
Agreement, which was attached as Exhibit 3 to the Original Schedule 13D, each of
which is incorporated herein by reference from the Reporting Person's Original
Schedule 13D.
Other than as described above or as set forth in the Securities Purchase
Agreement or the Shareholders Agreement, the Reporting Person has no present
plans or proposals that relate to or would result in any of the actions or
consequences described in paragraphs (a)-(j) of Item 4 of Schedule 13D, or any
agreement regarding such matters, although O&G may in the future take actions
which would have such consequences.
Item 5. Interest in Securities of the Issuer.
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(a) As of the date of this Amendment No. 1, O&G is the record and
beneficial owner of 1,802,941 shares of the Issuer's Common Stock. Based on
information contained in the Issuer's Form 10-Q filed with the SEC on November
4, 2005, O&G now owns approximately 7.0% of the issued and outstanding shares of
the Issuer's Common Stock.
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(b) O&G has the sole power to vote, or direct the vote of, and the sole
power to dispose, of or direct the disposition of, 1,802,941 shares of the
Issuer's Common Stock.
(c) Other than the sale of 700,000 shares of the Issuer's Common Stock in
the Public Offering, O&G has not effected any transactions in the Issuer's
Common Stock during the past sixty (60) days.
(d) O&G has the sole and exclusive right to receive, or the power to direct
the receipt of, dividends from, or the proceeds from the sale of 1,802,941
shares of the Issuer's Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Issuer.
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In connection with the closing in March 2000 of the Securities Purchase
Agreement, O&G, Tutor-Saliba, Ronald N. Tutor ("RNT") who serves as the
president and chief executive officer of Tutor-Saliba and who owns or controls
100% of its voting stock, National Union, and the Issuer entered into a
shareholders agreement (the "Shareholders Agreement") and a registration rights
agreement (the "Registration Rights Agreement").
For a complete description of the terms and provisions of the Shareholders
Agreement and the Registration Rights Agreement, see Item 6 of the Reporting
Person's Original Schedule 13D, which is hereby incorporated by reference.
Except as outlined above in this Item 6, there is no formal agreement,
written or oral, regarding the acquisition, disposition or voting of the
securities of the Issuer between the Reporting Person and any other person.
However, O&G anticipates that it may consult with Tutor-Saliba, National Union,
and/or other shareholders of the Issuer with regard to the management and
business of the Issuer from time to time in the future.
Item 7. Material to be Filed as Exhibits.
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A copy of the Securities Purchase Agreement was attached as Exhibit 1 to
the Reporting Person's Original Schedule 13D. A copy of the form of Registration
Rights Agreement was filed as Exhibit 2 to the Reporting Person's Original
Schedule 13D. A copy of the form of the Shareholders Agreement was filed as
Exhibit 3 to the Reporting Person's Original Schedule 13D. A copy of the
Underwriting Agreement for the Public Offering was filed with the SEC on
December 14, 2005 by the Issuer as Exhibit 1.1 to the Issuer's Post-Effective
Amendment No. 4 to Form S-1 Registration Statement (File No. 333-117344). Each
of these documents is hereby incorporated by reference into this Item 7.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
O&G INDUSTRIES, INC.
By: /s/ RAYMOND R. ONEGLIA
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Name: Raymond R. Oneglia
Title: Vice-Chairman
Dated: January 4, 2006
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SCHEDULE A
Item 2: Identity and Background of Directors, Executive Officers and Controlling
Persons of O&G Industries, Inc.
1. (a) Raymond R. Oneglia
(Director and Vice Chairman)
(b-c) Present Principal Occupation and Business Address:
Vice Chairman
O&G Industries, Inc.
112 Wall Street
Torrington, CT 06790
(f) Citizenship: U.S.A.
2. (a) Gregory S. Oneglia
(Director and Vice Chairman)
(b-c) Present Principal Occupation and Business Address:
Vice Chairman
O&G Industries, Inc.
112 Wall Street
Torrington, CT 06790
(f) Citizenship: U.S.A.
3. (a) Robert G. Oneglia
(Director and Vice Chairman)
(b-c) Present Principal Occupation and Business Address:
Vice Chairman
O&G Industries, Inc.
112 Wall Street
Torrington, CT 06790
(f) Citizenship: U.S.A.
4. (a) David M. Oneglia
(Director and President)
(b-c) Present Principal Occupation and Residential Address:
President
O&G Industries, Inc.
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112 Wall Street
Torrington, CT 06790
(f) Citizenship: U.S.A.
5. (a) Kenneth M. Merz
(Secretary)
(b-c) Present Principal Occupation and Business Address:
Secretary
O&G Industries, Inc.
112 Wall Street
Torrington, CT 06790
(f) Citizenship: U.S.A.
6. (a) Richard J. Hall
(Chief Financial Officer)
(b-c) Present Principal Occupation and Business Address:
Chief Financial Officer
O&G Industries, Inc.
112 Wall Street
Torrington, CT 06790
(f) Citizenship: U.S.A.
7. (a) Ernest J. Torizzo
(Executive Vice President)
(b-c) Present Principal Occupation and Business Address:
Executive Vice President
O&G Industries, Inc.
112 Wall Street
Torrington, CT 06790
(f) Citizenship: U.S.A.
8. (a) Maurice Hoben
(Vice President)
(b-c) Present Principal Occupation and Business Address:
Vice President
O&G Industries, Inc.
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112 Wall Street
Torrington, CT 06790
(f) Citizenship: U.S.A.
9. (a) John R. Leventry
(Vice President)
(b-c) Present Principal Occupation and Business Address:
Vice President
O&G Industries, Inc.
112 Wall Street
Torrington, CT 06790
(f) Citizenship: U.S.A.
10. (a) Walter Koziol
(Vice President)
(b-c) Present Principal Occupation and Business Address:
Vice President
O&G Industries, Inc.
112 Wall Street
Torrington, CT 06790
(g) Citizenship: U.S.A.
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