AMENDMENT #3 TO SCHEDULE 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
(CUSIP Number)
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Raymond R. Oneglia
Vice Chairman
O&G Industries, Inc.
112 Wall Street
Torrington, CT 06790
(860) 496-4298
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With a
Copy to:
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Edward B. Whittemore
Murtha Cullina LLP
CityPlace I
185 Asylum Street
Hartford, CT 06103
(860) 240-6000 |
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 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).
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NAMES OF REPORTING PERSONS:
O&G Industries, Inc. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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06-0479981 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Connecticut
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SOLE VOTING POWER: |
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| NUMBER OF |
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1,317,941 |
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| SHARES |
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SHARED VOTING POWER: |
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| OWNED BY |
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0 |
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| EACH |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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1,317,941 |
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SHARED DISPOSITIVE POWER: |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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1,317,941 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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4.95% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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2
This Amendment No. 3 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 originally filed by the Reporting Person
on February 15, 2000 as amended on January 4, 2006 and on March 16, 2007 (as amended, the “Original
Schedule 13D”). 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.
This Amendment No. 3 to Schedule 13D relates to the common stock, par value $1.00 per share
(“Common Stock”), of Perini Corporation, a Massachusetts corporation (the “Issuer”), with its
principal executive offices are located at 73 Mt. Wayte Avenue, Framingham, MA 01701.
The Reporting Person is filing this Amendment No. 3 to Schedule 13D because it sold an
aggregate of 16,400 shares of the Issuer’s Common Stock on March 19, 2007, pursuant to Rule 144
under the Securities Act of 1933. In addition, the Reporting Person sold an aggregate of 318,600
shares of the Issuer’s Common Stock during the week of March 12-16, 2007 and 150,000 shares of the
Issuer’s Common Stock on November 7, 2006.
As a result of these sales of Common Stock of the Issuer by O&G, O&G now beneficially owns
1,317,941, or approximately 4.95%, of the Issuer’s issued and outstanding Common Stock.
Item 2. Identity and Background.
(a)-(c) and (f). This Amendment No. 3 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.
As of the date of this statement, O&G beneficially owns 1,317,941, or approximately
4.95%, of the Issuer’s issued and outstanding Common Stock. 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. 3 to Schedule 13D.
Item 4. Purpose of Transaction.
The Common Stock has been acquired by the Reporting Person for investment purposes.
In addition to the sales reported in this Amendment No. 3, 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.
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.
(a) As of the date of this Amendment No. 3, O&G is the record and beneficial owner of
1,317,941 shares of the Issuer’s Common Stock. Based on information contained in the Issuer’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2007, O&G
now owns approximately 4.95% 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, 1,317,941 shares of the Issuer’s Common Stock.
(c) Other than as described herein, 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 1,317,941 shares of the Issuer’s Common Stock.
(e) As of March 19, 2007, O&G ceased to be the beneficial owner of more than five percent of
the Issuer’s Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the
Issuer.
In connection with the closing on March 29, 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”). The Shareholders’ Agreement expired on March 29,
2006. The Registration Rights Agreement remains in effect.
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.
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. 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.
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O&G INDUSTRIES, INC.
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By: |
/s/ Raymond R. Oneglia
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Name: |
Raymond R. Oneglia |
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Title: |
Vice Chairman |
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Dated: March 26, 2007
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SCHEDULE A
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Item 2:
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Identity and Background of Directors, Executive Officers and Controlling Persons of O&G
Industries, Inc. |
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1.
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(a)
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Raymond R. Oneglia |
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(Director and Vice Chairman) |
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(b-c)
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Present Principal Occupation and Business Address: |
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Vice Chairman |
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O&G Industries, Inc. |
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112 Wall Street |
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Torrington, CT 06790 |
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(f)
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Citizenship: U.S.A. |
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2.
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(a)
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Gregory S. Oneglia |
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(Director and Vice Chairman) |
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(b-c)
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Present Principal Occupation and Business Address: |
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Vice Chairman |
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O&G Industries, Inc. |
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112 Wall Street |
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Torrington, CT 06790 |
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(f)
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Citizenship: U.S.A. |
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3.
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(a)
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Robert G. Oneglia |
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(Director and Vice Chairman) |
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(b-c)
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Present Principal Occupation and Business Address: |
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Vice Chairman |
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O&G Industries, Inc. |
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112 Wall Street |
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Torrington, CT 06790 |
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(f)
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Citizenship: U.S.A. |
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4.
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(a)
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David M. Oneglia |
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(Director and President) |
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(b-c)
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Present Principal Occupation and Residential Address: |
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President |
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O&G Industries, Inc. |
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112 Wall Street |
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Torrington, CT 06790 |
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(f)
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Citizenship: U.S.A. |
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5.
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(a)
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Kenneth M. Merz |
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(Secretary) |
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(b-c)
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Present Principal Occupation and Business Address: |
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Secretary |
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O&G Industries, Inc. |
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112 Wall Street |
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Torrington, CT 06790 |
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(f)
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Citizenship: U.S.A. |
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6.
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(a)
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Richard J. Hall |
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(Chief Financial Officer) |
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(b-c)
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Present Principal Occupation and Business Address: |
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Chief Financial Officer |
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O&G Industries, Inc. |
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112 Wall Street |
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Torrington, CT 06790 |
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(f)
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Citizenship: U.S.A. |
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7.
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(a)
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Ernest J. Torizzo |
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(Executive Vice President) |
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(b-c)
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Present Principal Occupation and Business Address: |
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Executive Vice President |
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O&G Industries, Inc. |
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112 Wall Street |
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Torrington, CT 06790 |
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(f)
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Citizenship: U.S.A. |
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8.
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(a)
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Maurice Hoben |
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(Vice President) |
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(b-c)
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Present Principal Occupation and Business Address: |
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Vice President |
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O&G Industries, Inc. |
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112 Wall Street |
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Torrington, CT 06790 |
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(f)
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Citizenship: U.S.A. |
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9.
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(a)
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Walter Koziol |
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(Vice President) |
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(b-c)
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Present Principal Occupation and Business Address: |
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Vice President |
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O&G Industries, Inc. |
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112 Wall Street |
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Torrington, CT 06790 |
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(f)
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Citizenship: U.S.A. |
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