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):  June 1, 2011

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:

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

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

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

¨
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 June 2, 2011, Tutor Perini Corporation (the "Company") and Ronald N. Tutor, as shareholder representative, entered into Amendment No. 2 (the "Amendment") to the Shareholders Agreement, dated April 2, 2008, as amended on September 17, 2010 (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 65% (up from 40%) 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 affiliated third parties. Subject to the restriction described in the foregoing sentence, the Amendment permits Mr. Tutor to sell up to an additional 5,526,538 shares of the 13,716,155 shares he currently beneficially owns.  Mr. Tutor requested the Amendment so that he could have the flexibility, if necessary, to raise funds to meet commitments associated with his personal investments unrelated to the Company.  He advised the Company’s Board of Directors that it is his hope that he will generate the funds required through the sale of other assets.
 
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.

Item 5.07.
Submission of Matters to a Vote of Security Holders.

The 2011 Annual Meeting of Shareholders (“Annual Meeting”) for the Company was held on June 1, 2011.  At the Annual Meeting, the Company’s shareholders voted on five proposals as described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 15, 2011, and cast their votes as set forth below.

The Company’s shareholders elected the following four individuals by the votes indicated below to serve as Class III directors of the Company to hold office for a three-year term, expiring at the Company's 2014 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

Proposal 1:  Election of Directors
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Marilyn A. Alexander
 
41,309,207
 
   664,162
 
2,518,334
Peter Arkley
 
34,845,547
 
7,127,822
 
2,518,334
Raymond R. Oneglia
 
40,943,582
 
1,029,787
 
2,518,334
Donald D. Snyder
 
40,044,991
 
1,928,378
 
2,518,334

The Company’s shareholders ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. Voting results on this matter were as follows:
 
Proposal 2:  Ratification of Auditors
 
Votes For
 
Votes Against
 
Abstentions
 
Uncast
 
 
43,428,675
 
1,051,749
 
11,229
 
50

The Company’s shareholders cast their votes with respect to the approval of amendments to the Perini Corporation 2004 Stock Option and Incentive Plan as set forth below:

Proposal 3:  Stock Option/Incentive Plan
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
 
32,195,964
 
9,720,342
 
57,063
 
2,518,334
 
 
 
 
 
The Company’s shareholders cast their votes with respect to the advisory vote on executive compensation as set forth below:
 
Proposal 4:  Shareholder Advisory vote on Executive Compensation
 
Votes For
 
Votes Against
 
   Abstentions
 
Broker Non-Votes
 
 
20,587,740
 
21,330,122
 
55,507
 
2,518,334

The Company’s shareholders cast their votes with respect to the advisory vote on the frequency of future advisory votes on executive compensation as set forth below:
 
 
 
 
 
   
 
 
   
Proposal 5:  Frequency of future Shareholder Advisory votes on Executive Compensation
 
One Year
 
Two Years
 
Three Years
 
  Abstentions
 
Broker Non-Votes
 
 
24,380,645
 
336,337
 
17,205,768
 
50,619
 
2,518,334
 
Item 7.01.
Regulation FD Disclosure.
 
Acquisition of Frontier-Kemper
 
On June 1, 2011, the Company completed the purchase of all of the outstanding capital stock of Frontier-Kemper Constructors Inc., ("Frontier-Kemper"), an Indiana corporation, (the "Acquisition"), pursuant to the terms of a Stock Purchase Agreement, dated June 1, 2011, by and among the Company, Frontier-Kemper, and Deilmann-Haniel International Mining & Tunneling GmbH, the sole shareholder of Frontier-Kemper.

The aggregate purchase price was approximately $61 million in cash (subject to a post closing net worth adjustment).  In addition, the Company assumed approximately $52 million of debt, of which $35 million was paid off at closing.
 
On June 2, 2011, the Company issued a press release announcing the closing of the Acquisition.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
Letter of Intent to Acquire Lunda Corporation

On May 31, 2011, the Company signed a Letter of Intent (“LOI”) to acquire 100% of the stock of Lunda Construction Company (“Lunda”), a heavy civil contractor headquartered in Black River Falls, Wisconsin.

Under the terms of the LOI, the purchase price for Lunda is expected to be $153.5 million, consisting of $131.8 million in cash at closing and $21.7 million in a note payable in five years (subject to a post-closing net worth adjustment), plus a structured earnout based on profitability targets for three years following the closing date.  The transaction is subject to obtaining the customary regulatory and other third party approvals, entering into a definitive stock purchase agreement and completing due diligence.  The transaction is expected to close on July 1, 2011.

On June 2, 2011, the Company issued a press release announcing the signing of the Letter of Intent.  A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits

 
Amendment No. 2 to the Shareholders Agreement, dated as of June 1, 2011, by and between Tutor Perini Corporation and Ronald N. Tutor, as shareholder representative.
 
 
Press Release of Tutor Perini Corporation dated June 2, 2011.
 
 
Press Release of  Tutor Perini Corporation dated June 2, 2011.
 
 
 
 
 
 
SIGNATURE

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.

   
Tutor Perini Corporation
     
Dated:  June 6, 2011
 
By: /s/Kenneth R. Burk
 
   
Kenneth R. Burk
   
Executive Vice President and Chief Financial Officer
 
 
Exhibit 4.1

AMENDMENT NO. 2 TO THE SHAREHOLDERS AGREEMENT

This AMENDMENT NO. 2 TO THE SHAREHOLDERS AGREEMENT (this “ Amendment ”) is entered into as of June 2, 2011 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);

WHEREAS, Amendment No. 1 to the Shareholders Agreement was entered into on September 17, 2010, and

WHEREAS, the Company and Tutor again 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 5 . Section 5(a) of the Shareholders Agreement is hereby amended by:

 
(a)  Removing the words “sixty percent (60%)” and replacing them with “thirty-five percent (35%)”.


Section 3.         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 4.         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 5.         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 6.         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 7.         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
 
 
Exhibit 99.1

Tutor Perini Corporation Acquires Frontier-Kemper Constructors, Inc.

SYLMAR, Calif., June 2, 2011 (BUSINESS WIRE) –

Tutor Perini Corporation (NYSE: TPC) a leading civil and building construction company, today announced that it has acquired 100% ownership of Frontier-Kemper Constructors, Inc. ("Frontier-Kemper"), an Indiana-based provider of construction services and related manufactured products to the tunneling and mining industries.

Frontier-Kemper builds tunnels for highways, railroads, subways and rapid transit systems.  It also constructs tunnels, shafts and other facilities for water supply and wastewater transport and develops and equips underground mines with innovative hoisting, elevator and vertical conveyance systems for the mining industry.

Headquartered in Evansville, Ind. with office locations in Pelham, N.Y., and Seattle, Wash., Frontier-Kemper employs over 600 people and has current backlog of approximately $300 million.  Revenues in fiscal year 2010 were approximately $148 million.

Under the terms of the transaction, Tutor Perini acquired 100% of Frontier-Kemper's stock for approximately $61million in cash and assumed approximately $52 million of debt, of which $35 million was paid off at closing.  Tutor Perini financed the transaction with proceeds from its senior note offering that closed in October 2010.

Frontier-Kemper will continue to operate under its current name and will be managed by its current senior management team, with W.D. Rogstad remaining as President and CEO.

Mr. Rogstad said: "We are proud of the solid reputation we have achieved in our industry over Frontier-Kemper’s 110-year history of reliable execution.  Joining Tutor Perini presents exciting opportunities for both our customers and employees.  We are eager to leverage Tutor Perini’s national presence and civil expertise to expand our reach and capture new opportunities.”

Ronald N. Tutor, Chairman and CEO of Tutor Perini, said: "Frontier-Kemper is an ideal fit for our civil business and will significantly bolster our tunneling business in the United States and expand our reach into Canada. They have a proven track record of timely execution of complex projects for their customers.  We welcome the Frontier-Kemper employees to Tutor Perini and look forward to the opportunities ahead."

About Tutor Perini Corporation

Tutor Perini Corporation is a leading civil and building construction company offering diversified general contracting and design/build services to private clients and public agencies throughout the world. We have provided construction services since 1894 and have established a strong reputation within our markets by executing large complex projects on time and within budget while adhering to strict quality control measures.

We offer general contracting, pre-construction planning and comprehensive project management services, including the planning and scheduling of the manpower, equipment, materials and subcontractors required for a project. We also offer self-performed construction services including excavation, concrete forming and placement, steel erection, electrical and mechanical services, plumbing and HVAC. We are known for our major complex building project commitments as well as our capacity to perform large and complex transportation and heavy civil construction for government agencies and private clients throughout the world.

 
 
 
 
Forward-Looking Statement

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 without limitation, statements regarding the Company's expectations, hopes, beliefs, intentions, strategies regarding the future and statements regarding future guidance and non-historical performance. These forward-looking statements are based on the Company's current expectations and beliefs concerning future developments and their potential effects on the Company. The Company's expectations, beliefs and projections are expressed in good faith and the Company believes there is a reasonable basis for them. There can be no assurance that future developments affecting the Company will be those anticipated by the Company. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the Company's ability to successfully and timely complete construction projects; the Company's ability to win new contracts and convert backlog into revenue; the potential delay, suspension, termination, or reduction in scope of a construction project; 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; the availability of borrowed funds on terms acceptable to the Company; the ability to retain certain members of management; the ability to obtain surety bonds to secure its performance under certain construction contracts; possible labor disputes or work stoppages within the construction industry; changes in federal and state appropriations for infrastructure projects; possible changes or developments in worldwide or domestic political, social, economic, business, industry, market and regulatory conditions or circumstances; and actions taken or not taken by third parties, including the Company's customers, suppliers, business partners, and competitors and legislative, regulatory, judicial and other governmental authorities and officials. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Tutor Perini Corporation website: www.tutorperini.com

Frontier-Kemper website: www.frontier-kemper.com

SOURCE: Tutor Perini Corporation

Kekst and Company
Douglas Kiker, 212-521-4800
or
Tutor Perini Corporation
Ken Burk, 818-362-8391
Executive Vice President & Chief Financial Officer
 
 
Exhibit 99.2
 
Tutor Perini Corporation Signs Letter of Intent with Lunda Corporation
 
SYLMAR, Calif., June 2, 2011 (BUSINESS WIRE) –

Tutor Perini Corporation (NYSE: TPC) a leading civil and building construction company, today announced that it has signed a Letter of Intent (LOI) to acquire 100% of the stock of Lunda Construction Company ("Lunda").

Established in 1938, Lunda is in the top tier of heavy civil contractors engaged in the construction, rehabilitation and maintenance of bridges, railroads, dams and other civil structures in the Midwest and throughout United States.  Headquartered in Black River Falls, Wisc., Lunda has three operating divisions located in six offices in Wisconsin and Minnesota and has worked in 30 states across the United States.  Lunda has over 600 employees and a current backlog of approximately $400 million.  Revenues were approximately $400 million in fiscal year ended December 31, 2010.

Under the terms of the LOI, the purchase price for Lunda is expected to be $153.5 million, consisting of $131.8 million in cash at closing and $21.7 million in a note payable in five years, plus a structured earnout based on profitability targets for three years following the closing date .   The purchase price is subject to an adjustment based upon the tangible net worth of Lunda at closing.  The transaction closing is subject to obtaining the customary regulatory and other third party approvals, entering into a definitive stock purchase agreement and completing due diligence.  The transaction is expected to close on July 1, 2011.

Lunda will continue to operate under the current company name and will continue to be managed by its current senior management team, with Larry Lunda remaining as President and CEO.

Ronald N. Tutor, Chairman and CEO of Tutor Perini, said: "Lunda Construction is one of the most successful civil contractors in the United States and represents our expansion into the Midwestern markets.  They have a resume of experience which complements our operations, and we in turn will be in a position to support their growth objectives in their existing markets."

About Tutor Perini Corporation

Tutor Perini Corporation is a leading civil and building construction company offering diversified general contracting and design/build services to private clients and public agencies throughout the world. We have provided construction services since 1894 and have established a strong reputation within our markets by executing large complex projects on time and within budget while adhering to strict quality control measures.

We offer general contracting, pre-construction planning and comprehensive project management services, including the planning and scheduling of the manpower, equipment, materials and subcontractors required for a project. We also offer self-performed construction services including excavation, concrete forming and placement, steel erection, electrical and mechanical services, plumbing and HVAC. We are known for our major complex building project commitments as well as our capacity to perform large and complex transportation and heavy civil construction for government agencies and private clients throughout the world.

Forward-Looking Statement

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 without limitation, statements regarding the Company's expectations, hopes, beliefs, intentions, strategies regarding the future and statements regarding future guidance and non-historical performance. These forward-looking statements are based on the Company's current expectations and beliefs concerning future developments and their potential effects on the Company. The Company's expectations, beliefs and projections are expressed in good faith and the Company believes there is a reasonable basis for them. There can be no assurance that future developments affecting the Company will be those anticipated by the Company. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the Company's ability to successfully and timely complete construction projects; the Company's ability to win new contracts and convert backlog into revenue; the potential delay, suspension, termination, or reduction in scope of a construction project; 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; the availability of borrowed funds on terms acceptable to the Company; the ability to retain certain members of management; the ability to obtain surety bonds to secure its performance under certain construction contracts; possible labor disputes or work stoppages within the construction industry; changes in federal and state appropriations for infrastructure projects; possible changes or developments in worldwide or domestic political, social, economic, business, industry, market and regulatory conditions or circumstances; and actions taken or not taken by third parties, including the Company's customers, suppliers, business partners, and competitors and legislative, regulatory, judicial and other governmental authorities and officials. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
 
 
 
 

Tutor Perini Corporation website: www.tutorperini.com

Lunda Construction Company website: www.lundaconstruction.com

SOURCE: Tutor Perini Corporation

Kekst and Company
Douglas Kiker, 212-521-4800

or

Tutor Perini Corporation
Ken Burk, 818-362-8391
Executive Vice President & Chief Financial Officer