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 13, 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 ( 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 13, 2011, Tutor Perini Corporation (the “Company”) and Ronald N. Tutor, as shareholder representative, entered into Amendment No. 3 (the “Amendment”) to the Shareholders Agreement, dated April 2, 2008, as amended on September 17, 2010 and June 2, 2011 (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 100% (previously limited to 65%) 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 any or all of the 11,932,154 shares he currently beneficially owns.  Mr. Tutor requested the Amendment to provide the flexibility to manage his portfolio in the manner he deems most appropriate.

This 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 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Kenneth R. Burk as Executive Vice President and Chief Executive Officer of the Company’s Specialty Contractors Group

On September 13, 2011, the Company appointed Kenneth R. Burk as Executive Vice President and Chief Executive Officer of the Company’s Specialty Contractors Group.  Mr. Burk will continue to serve as the Executive Vice President and Chief Financial Officer until September 21, 2011.

The Specialty Contractors Group will include Tutor Perini Corporation subsidiary companies Five Star Electric Corporation, Fisk Electric Company, Powerco Electric Corporation, WDF, Inc., Desert Mechanical, Inc., Nagelbush Mechanical, Inc. and Superior Gunite.  In Mr. Burk’s new position, each of the subsidiaries listed above will report directly to him.

Appointment of Michael J. Kershaw as Executive Vice President and Chief Financial Officer
 
On September 13, 2011, the Company appointed Michael J. Kershaw, age 62, to replace Mr. Burk as Executive Vice President and Chief Financial Officer of the Company, effective September 21, 2011.
 
From December, 2007 until September, 2011, Mr. Kershaw served as the Senior Vice President and Chief Accounting Officer of The Shaw Group Inc., a global provider of technology, engineering, procurement, construction, maintenance, fabrication, manufacturing, consulting, remediation and facilities management services for government and private sector clients in the energy, chemicals, environmental, infrastructure and emergency response markets.  Mr. Kershaw first joined The Shaw Group Inc. in September, 2007 as Senior Vice President and Corporate Controller. From 2005 until September, 2007, Mr. Kershaw served as the Vice President of Accounting and Finance of the Energy and Chemicals Division of KBR, Inc., a global engineering, construction and services company supporting the energy, hydrocarbons, government services, minerals, civil infrastructure, power, industrial, and commercial markets. From 2003 until 2005, Mr. Kershaw served as Senior Controller for KBR, Inc.  Prior to his employment by KBR Inc., Mr. Kershaw also served in several executive and managerial positions with McDermott International, Inc. and Koch Industries, Inc.
 
In connection with this appointment, Mr. Kershaw was granted restricted stock units representing 30,000 shares of the Company’s common stock. The units will vest on October 1, 2014, contingent upon Mr. Kershaw’s continued employment through this date. Mr. Kershaw will also be eligible to participate in the Company’s existing equity and cash incentive plans.

 
 

 
 
Election of Dickran M. Tevrizian, Jr. as a Director
 
On September 13, 2011, at the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors of the Company (the “Board”) elected Judge Dickran M. Tevrizian, Jr. (retired) as a Class II director of the Company with a term expiring at the 2013 annual meeting of shareholders.  As of the date of this filing, the Board has not determined the committees of the Board on which Mr. Tevrizian will serve.  Mr. Tevrizian’s compensation will be similar to other non−employee directors of the Company, which is described in the Company’s proxy statement for its 2011 annual meeting of shareholders filed with the Securities and Exchange Commission on April 15, 2011.  

Prior to his retirement in April, 2007, Mr. Tevrizian was a judge for the United States District Court for the Central District of California since 1986.  From 1999 to 2007, Mr. Tevrizian also served as an Advisory Director to the University of California, Los Angeles School of Public Policy. Upon retirement from the federal judiciary, Mr. Tevrizian assumed the role of a private mediator/arbitrator with Judicial Arbitration and Mediation Services.
 
Item 7.01.         Regulation FD Disclosure

On September 14, 2011, the Company issued a press release announcing the formation of the Company’s Specialty Contractors Group and the appointments of Mr. Burk as Executive Vice President and Chief Executive Officer of the Company’s Specialty Contractors Group and Mr. Kershaw as Executive Vice President and Chief Financial Officer.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.         Financial Statements and Exhibits
 
(d)
Exhibits.

4.1 Amendment No. 3 of the Shareholders Agreement, dated as of September 13, 2011, by and between Tutor Perini Corporation and Ronald N. Tutor, as shareholder representative.

99.1 Press Release of Tutor Perini Corporation dated September 14, 2011.

 
 

 

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

 
 
Dated: September 16, 2011
Tutor Perini Corporation
 
 By: /s/Kenneth R. Burk
 
 Kenneth R. Burk
 Executive Vice President and Chief Financial Officer




Exhibit 4.1
 
AMENDMENT NO. 3 TO THE SHAREHOLDERS AGREEMENT

This AMENDMENT NO. 3 TO THE SHAREHOLDERS AGREEMENT (this “ Amendment ”) is entered into as of September 13, 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,

WHEREAS, Amendment No. 2 to the Shareholders Agreement was entered into on June 2, 2011, 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 “thirty-five percent (35%)” and replacing them with “zero percent (0%).

 
 

 


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 Announces Formation Of Specialty Contractors Group and Appointments Of Executive Officers

SYLMAR, Calif., Sep 14, 2011 (BUSINESS WIRE) -- Tutor Perini Corporation (NYSE: TPC), a leading civil and building construction company, today announced that it has formed a Specialty Contractors Group comprised primarily of Tutor Perini's electrical and mechanical contractors. In future periodic filings the Company will now have four reporting segments: Building, Civil, Management Services and Specialty Contractors.

The Specialty Contractors Group will include Tutor Perini subsidiary companies Five Star Electric, Fisk Electric, WDF, Desert Mechanical, Nagelbush Mechanical and Superior Gunite. The new group had a backlog of $1.4 billion as of July 1, 2011 and is expected to generate revenues in excess of $1 billion over the next four quarters.

Kenneth Burk has been named Chief Executive Officer of the Specialty Contractors Group. Mr. Burk has been the Company's Chief Financial Officer since 2007 and has been actively involved in completing the acquisitions and the formation of the new group.

In conjunction with Mr. Burk's appointment, the Company has hired Michael Kershaw to be Tutor Perini's Executive Vice President and Chief Financial Officer. Mr. Kershaw's appointment will be effective September 21, 2011. Mr. Kershaw was previously Senior Vice President and Chief Accounting Officer for The Shaw Group Inc. since 2007 and held financial executive positions with KBR and McDermott earlier in his career. Mr. Kershaw has over 30 years experience in the construction industry.

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.

Tutor Perini Corporation website: http://www.tutorperini.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