UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


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):  September 17, 2010

Tutor Perini Corporation
(Exact name of registrant as specified in its charter)
____________________


Massachusetts
(State or other jurisdiction of
incorporation or organization)
1-6314
(Commission file number)
04-1717070
(I.R.S. Employer
Identification No.)

15901 Olden Street, Sylmar, California  91342-1093
(Address of principal executive offices) (Zip code)


Registrant’s telephone number, including area code:    (818) 362-8391


None
 (Former name or former address, if changed since last report)

____________________



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

   o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





 
 
 

Item 1.01.  Entry into a Material Definitive Agreement.
 
Amendment to Shareholders Agreement
 
On September 17, 2010, Tutor Perini Corporation (the "Company") and Ronald N. Tutor, as shareholder representative, entered into Amendment No. 1 (the "Amendment") to the Shareholders Agreement that they originally signed on April 2, 2008 (the "Shareholders Agreement").  The Amendment revises the transfer restrictions contained in Section 5(a) of the Shareholders Agreement to permit Ronald N. Tutor and certain trusts controlled by Ronald N. Tutor to freely transfer up to 40% (up from 30%) of the shares of Company common stock they received in the 2008 merger with Tutor-Saliba Corporation, so long as such transfer does not result in the transfer of shares of Company common stock equal to or greater than 15% of the total voting power of the Company's common stock to any third party or group of affiliate third parties.
 
The Amendment does not otherwise materially modify or alter the Shareholders Agreement.
 
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Ite m 9.01.  Financial Statements and Exhibits.

(d)
Exhibits
   
 
4.1  Amendment No. 1 to the Shareholders Agreement, dated as of September 17, 2010, by and between Tutor Perini Corporation and Ronald N. Tutor, as shareholder representative.
   
   






 
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

 
 
 
Dated:  September 20, 2010
Tutor Perini Corporation
 
 
By:   /s/Kenneth R. Burk
 
        Kenneth R. Burk
        Executive Vice President and Chief Financial Officer






 
AMENDMENT NO. 1 TO THE SHAREHOLDERS AGREEMENT
 
 
This AMENDMENT NO. 1 TO THE SHAREHOLDERS AGREEMENT (this “ Amendment ”) is entered into as of September 17, 2010, by and between Tutor Perini Corporation (f/k/a Perini Corporation), a Massachusetts corporation (the “ Company ”), and Ronald N. Tutor, a resident of California, in his capacity as the Shareholder Representative (as defined in the Shareholders Agreement (as defined below)) (“ Tutor ”).
 
 
W I T N E S S E T H :
 
WHEREAS, the Company, Tutor and the other shareholders listed on the schedule of shareholders that was attached thereto, entered into a Shareholders Agreement, made as of April 2, 2008 (the “ Shareholders Agreement ”);
 
 
WHEREAS, Section 9(a) of the Shareholders Agreement permits amendments to the Shareholders Agreement if signed in writing by the Company and Tutor (in his capacity as Shareholder Representative); and
 
 
WHEREAS, the Company and Tutor desire to amend the Shareholders Agreement as provided in this Amendment.
 
 
AGREEMENT:
 
 
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
 
 
Section 1.   Defined Terms .  Capitalized terms used in this Amendment without separate definition shall have the respective meanings assigned to such terms in the Shareholders Agreement.
 
 
Section 2.   Amendment to Section 1 .  Section 1 of the Shareholders Agreement is hereby amended by deleting the definition of “ Transfer ” in its entirety and replacing it with the following:  “ Transfer ” means a sale, transfer, hypothecation, negotiation, pledge, assignment, encumbrance, grant of any option, warrant or other right to purchase, or otherwise dispose of, or any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Company Common Stock.
 
 
Section 3.   Amendment to Section 5 .  Section 5(a) of the Shareholders Agreement is hereby amended by:
 
 
 
 
 
(a)   removing the words “seventy percent (70%)” and replacing them with “sixty percent (60%)”; and
 
 
(b)   adding the following language immediately prior to the proviso in Section 5(a)(y)(ii): so long as such Transfer does not result, directly or indirectly, in the Transfer of shares, through one or a series of related transactions, equal to or greater than fifteen percent (15%) of the Total Voting Power to any “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act;
 
 
Section 4.   Effect of Amendment .  The Parties hereto agree that except as expressly amended hereby, all terms of the Shareholders Agreement shall remain in full force and effect.  In the event of any inconsistency or conflict between the Shareholders Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.
 
 
Section 5.   Entire Agreement .  This Amendment and the Shareholders Agreement, including the Exhibits and other documents referred to therein which form a part thereof, contain the entire understanding of the parties hereto with respect to the subject matter contained herein and therein.  From and after the execution of a counterpart hereof by the parties hereto, any reference to the Shareholders Agreement shall be deemed to be a reference to the Shareholders Agreement as amended hereby.
 
 
Section 6.   Governing Law .  The interpretation and construction of this Amendment and all matters relating hereto shall be governed by the laws of the State of Massachusetts applicable to contracts made and to be performed entirely within the State of Massachusetts, without giving effect to any conflict of law provisions thereof.
 
 
Section 7.   Counterparts .  This Amendment may be executed in counterparts, each of which shall constitute an original, and both of which taken together shall constitute one instrument.  Any signature page delivered by a facsimile machine shall be binding to the same extent as an original signature page.
 
 
Section 8.   Successors and Assigns .  This Amendment shall be binding upon and inure to the benefit of the parties and the other shareholders who are party to the Shareholders Agreement and their respective successors and permitted assigns.  No party may assign either this Amendment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.
 

 
[SIGNATURE PAGE FOLLOWS]
 

 
 
 

 
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed, all as of the day and year first above written.
 
 

 
 
TUTOR PERINI CORPORATION
 
 

 
 
By:            /s/ William B. Sparks                
                                                                 Name:  William B. Sparks
                                                                 Title: Executive Vice President & Treasurer
 
 

 
/s/ Ronald N. Tutor                 
Ronald N. Tutor,
as Shareholder Representative