Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
PERINI CORPORATION
------------------
(Name of Issuer)
Common Stock
-----------------------------------------------
(Title of Class of Securities)
713-839108
----------
(CUSIP Number)
Gregory D. Hitchan
Blum Capital Partners, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
(415) 434-1111
------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 20, 2005
-----------------
(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 Rule 13d-1(b)(3) or (4), check the following
box [ ].
*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 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).
Page 1 of 9
CUSIP NO. 713-839108 SCHEDULE 13D Page 2 of 9
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON PB CAPITAL PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3248865
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]**
(b) [x]**
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* WC
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 449,890**
BENEFICIALLY
OWNED BY EACH
PERSON WITH
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 449,890**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 449,890**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
- ------------------------------------------------------------------------------
** See Item 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 713-839108 SCHEDULE 13D Page 3 of 9
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON BLUM CAPITAL PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3205364
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]**
(b) [x]**
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* Not Applicable
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 449,890**
BENEFICIALLY
OWNED BY EACH
PERSON WITH
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 449,890**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 449,890**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN, IA
- ------------------------------------------------------------------------------
** See Item 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 713-839108 SCHEDULE 13D Page 4 of 9
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-2967812
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]**
(b) [x]**
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* Not Applicable
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 449,890**
BENEFICIALLY
OWNED BY EACH
PERSON WITH
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 449,890**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 449,890**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- ------------------------------------------------------------------------------
** See Item 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 713-839108 SCHEDULE 13D Page 5 of 9
Item 1. Security and Issuer
- ----------------------------
This Amendment No. 10 amends the Statement on Schedule 13D (the "Schedule
13D") filed with the Securities and Exchange Commission (the "Commission")
on April 26, 2004 by PB Capital Partners, L.P., a Delaware limited
partnership ("PB Capital"), Blum Capital Partners, L.P., a California limited
partnership ("Blum L.P."); Richard C. Blum & Associates, Inc., a California
corporation ("RCBA Inc."), (collectively, the "Reporting Persons"); and
Richard C. Blum. This Amendment No. 10 relates to shares of Common Stock,
$1.00 par value (the "Common Stock") of Perini Corporation, a Massachusetts
corporation (the "Issuer"). The principal executive office and mailing address
of the Issuer is 73 Mt. Wayte Avenue, Framingham, Massachusetts 01701. The
following amendments to the Schedule 13D are hereby made. Unless otherwise
defined herein, all capitalized terms shall have the meanings ascribed to them
in the Schedule 13D.
Item 2. Identity and Background
- --------------------------------
Item 2 of the Schedule 13D is hereby amended as follows:
Since the filing of Amendment No. 9 to Schedule 13D, there have been
changes to the executive officers and directors of Blum L.P. and
RCBA Inc.
The principal business office address of Blum L.P. and RCBA Inc. is
909 Montgomery Street, Suite 400, San Francisco, California 94133.
The names of the executive officers and directors of Blum L.P. and
RCBA Inc., their addresses, citizenship and principal occupations
are as follows:
Name and Business Citizenship Principal Occupation
Office Held Address or Employment
- -------------------- ----------------------- --------- --------------------
Richard C. Blum 909 Montgomery St. USA President & Chairman,
President, Suite 400 Blum L.P.
Chairman & Director San Francisco, CA 94133
Nils Colin Lind 909 Montgomery St. Norway Managing Partner,
Managing Partner Suite 400 Blum L.P.
& Director San Francisco, CA 94133
John C. Walker 909 Montgomery St. USA Partner,
Partner Suite 400 Blum L.P.
San Francisco, CA 94133
Jose S. Medeiros 909 Montgomery St. Brazil Partner,
Partner Suite 400 Blum L.P.
San Francisco, CA 94133
John H. Park 909 Montgomery St. USA Partner,
Partner Suite 400 Blum L.P.
San Francisco, CA 94133
CUSIP NO. 713-839108 SCHEDULE 13D Page 6 of 9
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
Gregory L. Jackson 909 Montgomery St. USA Partner,
Partner Suite 400 Blum L.P.
San Francisco, CA 94133
Jeffrey A. Cozad 909 Montgomery St. USA Partner,
Partner Suite 400 Blum L.P.
San Francisco, CA 94133
Marc T. Scholvinck 909 Montgomery St. USA Partner & Chief
Partner, Chief Suite 400 Financial Officer,
Financial Officer, San Francisco, CA 94133 Blum L.P.
Assistant Secretary
& Director
Gregory D. Hitchan 909 Montgomery St. USA General Counsel
General Counsel Suite 400 & Secretary,
& Secretary San Francisco, CA 94133 Blum L.P.
To the best knowledge of the Reporting Persons, none of the entities or
persons identified in this Item 2 has, during the past five years, been
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor 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 violation with respect to such
laws.
Item 4. Purpose of the Transaction
- -----------------------------------
Pursuant to the terms of an Underwriting Agreement, dated as of December 14,
2005 (the "Underwriting Agreement"), among the Issuer, Blum L.P., PB Capital
and the underwriter party thereto, on December 20, 2005, Blum L.P. and PB
Capital sold to such underwriter an aggregate of 2,667,257 shares of Common
Stock at a price of $22.44 per share (net of underwriting discounts and
commissions), in a public offering pursuant to the Issuer's Registration
Statement on Form S-1 (Registration No. 333-117344) and the prospectus
supplement dated December 14, 2005 filed by the Issuer with the Commission
on December 16, 2005 (the "Offering"). Also pursuant to the Underwriting
Agreement, Blum L.P. and PB Capital granted to such underwriter a 30-day
option to purchase an aggregate of 400,089 additional shares of Common Stock,
at a price of $22.44 per share (net of underwriting discounts and
commissions), to cover any over-allotments.
The information set forth in this Item 4 is qualified in its entirety by
reference to the Underwriting Agreement (Exhibit A hereto), which is
incorporated by reference herein in its entirety.
CUSIP NO. 713-839108 SCHEDULE 13D Page 7 of 9
Item 5. Interest in Securities of the Issuer
- --------------------------
-------------------
Item 5 is hereby amended as follows: (a), (b) According to the Issuer's
Prospectus Supplement filed with the Commission on December 16, 2005,
there were 26,028,500 shares of Common Stock issued and outstanding as
of December 2, 2005. Based on such information, after taking into account
the transactions described in Item 5(c) below, the Reporting Persons
report beneficial ownership of the following shares of Common Stock:
(i) 399,227 shares of Common Stock held by Blum L.P. and RCBA Inc.
on behalf of the limited partnership for which Blum L.P. serves as the
general partner, which represents 1.5% of the outstanding shares of the
Common Stock; and (ii) 49,801 shares of the Common Stock that are legally
owned by United Brotherhood of Carpenters Pension Plan ("UBC")
(the "Investment Advisory Client"), with respect to which Blum L.P. has
voting and investment power. The Investment Advisory Client represents
..2% of the outstanding shares of Common Stock. The Investment Advisory
Client has entered into an investment management agreement with Blum L.P.,
but does not have any contract, arrangement or understanding with any other
Reporting Person, with respect to the acquisition, ownership, disposition
or voting of any shares of the Common Stock. The Investment Advisory
Client disclaims membership in a group with any Reporting Person, and
disclaims beneficial ownership of any shares beneficially owned by the
Reporting Persons other than for their own account.
Voting and investment power concerning the above shares are held solely
by Blum L.P. The Reporting Persons therefore may be deemed to be members
in a group, in which case the group would be deemed to have beneficial
ownership of an aggregate of 449,890 shares of the Common Stock, which
is 1.7% of the outstanding Common Stock. As the sole general partner of
Blum L.P., RCBA Inc. is deemed the beneficial owner of the securities over
which Blum L.P. has voting and investment power. The filing of this
Schedule shall not be construed as an admission that any of the
shareholders, directors or executive officers of RCBA Inc., is, for any
purpose, the beneficial owner of any of the securities that are beneficially
owned by RCBA Inc.
c) The Reporting Persons effected the following transactions in the Common
Stock during the 60 days prior to the filing of this Schedule 13D:
On December 20, 2005, the Reporting Persons sold the following number of
shares of Common Stock in the Offering for a price of $22.44 per share
(net of underwriting discounts and commissions):
Entity Trade Date Shares Price/Share
- ------ ---------- --------- ---------
Blum L.P. and the investment 12-20-05 2,667,257 22.44
partnership for which Blum L.P.
serves as the general partner.
(d) Not applicable.
(e) As of December 20, 2005, the Reporting Persons ceased to be beneficial
owners of more than five percent of the Common Stock.
CUSIP NO. 713-839108 SCHEDULE 13D Page 8 of 9
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
- ------------------------------------------------------------------------------
In connection with the Offering, each of Blum LP and PB Capital entered into
an agreement dated as of November 28, 2005, (a "Lock-Up Letter") with the
underwriter, pursuant to which, among other things, each agreed that for a
period ending 90 days after the date of the final prospectus relating to the
Offering, such Reporting Person will not, subject to certain exceptions:
(i) offer, sell, contract to sell, pledge or otherwise dispose of, directly
or indirectly, any additional shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, (ii) enter
into any swap, hedge or other arrangement that transfers, in whole or in part,
any of the economic consequences of ownership of the Common Stock, whether any
such aforementioned transaction is to be settled by delivery of Common Stock
or such other securities, in cash or otherwise, or publicly disclose the
intention to make any such offer, sale, pledge or disposition, or enter into
any such transaction, swap, hedge or other arrangement.
Also in connection with the Offering, each of Blum L.P. and PB Capital entered
into the Underwriting Agreement. The Underwriting Agreement provided for the
sale of an aggregate of 2,667,257 shares of Common Stock at a price of $22.44
per share (net of underwriting discounts and commissions), such sale was
completed on December 20, 2005. Also pursuant to the Underwriting Agreement,
Blum L.P. and PB Capital granted to such underwriter a 30-day option to
purchase an aggregate of 400,089 additional shares of Common Stock, at a
price of $22.44 per share (net of underwriting discounts and commissions),
to cover any over-allotments.
Except as set forth above, none of the Reporting Persons or, to the best
knowledge of the Reporting Persons, the other persons named in Item 2, is a
party to any contract, arrangement, understanding or relationship with respect
to any securities of the Issuer, including but not limited to the transfer or
voting of any securities of the Issuer, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
The information set forth in this Item 6 is qualified in its entirety by
reference to the Underwriting Agreement (Exhibit A hereto) and the form of
Lock-up Letter (Exhibit B hereto), each of which is incorporated by reference
herein in its entirety.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Exhibit A Underwriting Agreement (incorporated by reference to Exhibit
1.1 of the Issuer's Post-Effective Amendment No. 4 to Form S-1,
Registration Number 333-11734 filed with the Securities and Exchange
Commission on December 14, 2005).
Exhibit B Form of Lock-up Letter (incorporated by reference to Exhibit A
to the Underwriting Agreement).
Exhibit C Joint Filing Undertaking (filed herewith).
CUSIP NO. 713-839108 SCHEDULE 13D Page 9 of 9
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is
true, complete and correct.
December 21, 2005
RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P.
By: Richard C. Blum & Associates, Inc.
its general partner
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- -----------------------------------
Gregory D. Hitchan Gregory D. Hitchan
General Counsel and Secretary General Counsel and Secretary
PB CAPITAL PARTNERS, L.P.
By: Blum Capital Partners, L.P.,
its general partner
By: Richard C. Blum & Associates, Inc.,
its general partner
By: /s/ Gregory D. Hitchan
-------------------------------
Gregory D. Hitchan
General Counsel and Secretary
CUSIP NO. 713-839108 SCHEDULE 13D Page 1 of 1
Exhibit C
Joint Filing Undertaking
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to the Schedule 13D to evidence the agreement
of the below-named parties, in accordance with the rules promulgated
pursuant to the Securities Exchange Act of 1934, to file this Schedule
jointly on behalf of each such party.
December 21, 2005
RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P.
By: Richard C. Blum & Associates, Inc.
its general partner
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- -----------------------------------
Gregory D. Hitchan Gregory D. Hitchan
General Counsel and Secretary General Counsel and Secretary
PB CAPITAL PARTNERS, L.P.
By: Blum Capital Partners, L.P.,
its general partner
By: Richard C. Blum & Associates, Inc.,
its general partner
By: /s/ Gregory D. Hitchan
-------------------------------
Gregory D. Hitchan
General Counsel and Secretary