SCHEDULE 14A (RULE
14A-101)
INFORMATION REQUIRED IN PROXY
STATEMENT SCHEDULE 14A
INFORMATION
PROXY STATEMENT
PURSUANT TO SECTION 14(A)
OF THE SECURITIES
EXCHANGE ACT OF
1934 (AMENDMENT NO. )
Filed by the registrant /
/
Filed by a party other than the
registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
- --------------------------The Turner Corporation------------
- ----------------
(Name of Registrant as Specified in Its
Charter
- ---------------------------The Turner Corporation-----------
- ----------------
(Name of Person(s) Filing Proxy
Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to
Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules
14a6(i)(4) and
0-11.
(1) Title of each class of securities to which
transaction applies:
- ------------------------------------------------------------
- ------------------
(2) Aggregate number of securities to which transaction
applies:
- ------------------------------------------------------------
- ------------------
(3) Per unit price or other underlying value of
transaction computed
pursuant to Exchange Act Rule 0-11:/1
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(4) Proposed maximum aggregate value of transaction:
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/ / Check box if any part of the fee is offset as
provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(4) Date filed:
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/1 Set forth the amount on which the filing fee is
calculated and state
how it was determined.
PROXYPROXYTHE TURNER CORPORATIONAnnual Meeting of
Stockholders, May 13, 1994The undersigned hereby appoints
Harold D. J. Parmelee and Ralph Beck and each of them as
proxies with full power of substitution as attorneys and
proxies for the undersigned to appear at the Annual Meeting
of Stockholders of the Turner Corporation to be held on May
13, 1994 at 11:00 A.M. Eastern Daylight Saving Time, and at
any adjournments thereof, and at that meeting to act for the
undersigned and vote all shares of common stock of the
Turner Corporation held in the name of the undersigned, with
all the powers the undersigned have if personally present as
follows:You are encouraged to specify your choices by
marking the appropriate boxes, SEE REVERSE SIDE, but you
need not mark any boxes if you wish to vote in accordance
with the Board of DirectorsO recommendations. The Proxy
Committee cannot vote your shares unless you sign and return
this card.SEE REVERSESIDExPlease mark yourvotes as in
thisexample.0108 If not otherwise specified, this proxy will
be voted for the election of the nominees named in the proxy
statement as directors.The Board of Directors recommends a
vote FOR the below matters.1. Election of Directors.(See
reverse)o withhold authority to vote for an individual
nominee, list that nomineeOs name on the line below:
(Nominees: Walter G. Ehlers, Alfred T. McNeill,
John O. Whitney)2. In their discretion upon any other
matter that may properly come before the meeting.Do you plan
to attend the Annual Meeting?THIS PROXY IS SOLICITED ON
BEHALFOF THE BOARD OF DIRECTORSPlease sign exactly as name
appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. SIGNATURE(S)
DATE
THE TURNER CORPORATION Voting Instructions Solicited on
Behalf of the Board of Directors of the Company for the
Annual Meeting of Stockholders, May 13, 1994To the Trustees
Employee Stock Ownership Plan of The Turner Corporation The
undersigned hereby directs State Street Bank and Trust
Company, Trustee, to vote as stated herein all shares
allocated to the account of the undersigned at the Annual
Meeting of Stockholders to be held on May 13, 1994 at 11:00
A.M. Eastern Daylight Saving Time, and at any adjournments
thereof, upon the matters set forth in the notice of such
meeting. The Trustee shall vote as checked upon the
following matters, more fully set forth in the Proxy
Statement, and otherwise in their discretion.1. Election of
Directors, Nominees: Walter G. Ehlers, Alfred T. McNeill,
John O. WhitneyYou are encouraged to specify your choices by
marking the appropriate boxes, SEE REVERSE SIDE, but you
need not mark
any boxes if you wish to vote in accordance with the Board
of DirectorsO recommendations. Your instructions cannot be
accepted unless you sign and return this card.SEE
REVERSESIDExPlease mark yourvotes as in thisexample.5184If
not otherwise specified, this Direction will be voted for
the election of the nominees named in the proxy statement as
directors.The Board of Directors recommends a vote FOR the
below matters.1. Election of Directors.(See reverse)To
withhold authority to vote for an individual nominee, list
that nomineeOs name on the line below: (Nominees: Walter G.
Ehlers, Alfred T. McNeill,
John O. Whitney)2. In their discretion upon any other
matter that may properly come before the meeting.Do you plan
to attend the Annual Meeting?THESE VOTIONG INSTRUCTIONS ARE
SOLICITEDBY THE TRUSTEE OFTHE EMPLOYEE STOCK OWNERSHIP
PLANPlease sign exactly as name appears hereon. SIGNATURE(S)
DATE
THE TURNER CORPORATION
375 Hudson Street
New York, New York 10014
Proxy Statement
ANNUAL MEETING OF STOCKHOLDERS
May 13, 1994
This Proxy Statement is being furnished beginning April
11, 1994, in connection with the solicitation of proxies
for use at the 1994 Annual Meeting of Stockholders of The
Turner Corporation to be held at the time and place and
for the purposes set forth in the attached notice.
ELECTION OF DIRECTORS
The Company's directors who are elected by the holders of
the Common Stock (voting together with the holders of the
Company's Series B ESOP Convertible Preferred Stock) are
divided into three classes. They serve three year terms,
with the directors in one class being elected each year.
The holder (or holders) of the Company's Series C 8-1/2%
Convertible Preference Stock ("Series C Preferred Stock")
have the right to elect three directors, who are in
addition to the directors elected by the holders of the
Common Stock and the Series B ESOP Convertible Preferred
Stock.
At the 1994 Annual Meeting three directors are to be
elected. Election of a director requires a majority of the
votes cast. Because no minimum vote is required, shares
which are present at the meeting but are not voted
(whether due to abstentions or otherwise) will not
directly affect the outcome of the election.
The Board of Directors' nominees for the three
directorships, the directors who will continue in office
and the directors expected to be elected by the holders of
the Corporation's Series C Preferred Stock are as follows:
Served as
T
e
r
m
Principal Occupation Director
Will Name and Age and Other Directorships Since
Expir
or During
e the
Period
Nominees for election
as directors to serve
until 1997:
Walter G. Ehlers, 61 Retired; President, Chief 1985
1997
(1) Operating Officer and Trustee,
Teachers Insurance and
Annuity Association and
College Retirement
Equities Fund, 198488;
Director of A.B. Chance
Company; Neuberger &
Berman -Advisors
Management Trust; Crescent
Jeweler, Inc.; Trustee of
China Medical Board of New
York, Inc.
Alfred T. McNeill, 57 Chairman and Chief Executive 1985
1997
(1) Officer, The Turner Corporation
John O. Whitney, 66 Professor and Executive Director, 1988
1997
(1) The Deming Center for Quality
Management, Columbia
Business School; Director of
Brooks Fashion Stores, Inc.;
Church & Dwight Co., Inc.;
International Planning Forum
and Advisory Board of the
Navy Exchange System
Directors who will
continue in office:
Ellis T. Gravette, President, Ardath Associates,
Jr., 68 (1) Inc.ation
19841996
2
Name and Age
Principal Occupation
and Other
DirectorshipsServed as
Director Since
or During
the Period
Term
Will
ExpireFrederick W.
Zuckerman, 59Vice President
and Treasurer IBM Corp.;
Senior Vice President and
Treasurer, RJR Nabisco,
Inc., 1991-93; Vice
President and Treasurer,
Chrysler Corporation, 1981-
90; Director of The Japan
Equity Fund; Meditrust;
Anacomp; The Singarks, Inc.,
1991-92; President and Chief
Executive Officer, Ransburg
Corporation (subsidiary of
Illinois Tool Works, Inc.),
1988-92; Director of
Fundamental Management
Corp.; Elcotel Inc.; United
States Olympic Committee
President, The Turner Corporation
1990
1988
1996
1995
Gordon A. Walker, 66 Chairman and Chief Executive
1996
(1) Officer, Hollinee, Inc.; Former 1984
Chairman, President and Chief
Executive Officer, U.S.
Industries, Inc.; Director of
Lincoln National Corporation
2
Served as
Director
Term
Principal Occupation Since
Will
Name and Age and Other Directorships or
DuringExpir
the e
Period
Frederick W. Vice President and Treasurer IBM 1992
1995
Zuckerman, 59 Corp.; Senior Vice President and
Treasurer, RJR Nabisco,
Inc., 1991-93; Vice
President and Treasurer,
Chrysler Corporation, 1981
90; Director of The Japan
Equity Fund; Meditrust;
Anacomp; The Singapore
Fund; Northeast Federal
Corp.; Northeast Savings
Bank F.A. and NVR
Corporation
Directors expected
to be elected by
holders of Series
C Preferred Stock:
Heinrich Baumann- Chairman and Managing Director, 1992
1995
Steiner, 52 Karl Steiner Holding AG; Vice
Chairman and Managing
Director, Karl Steiner AG
(an affiliate of Karl
Steiner Holding AG)
A. Gary Fieger, 66 President, Fieger International; 1992
1995
Former President and Chief
Executive Officer of
Hammerson Property
Corporation and Vice
President Tishman Realty
& Construction Company
Peter K. Steiner, 48 Vice Chairman and Managing 1992
1995 Director, Karl Steiner Holding
AG; Chairman and Managing
Director, Karl Steiner AG
(an affiliate of Karl
Steiner Holding AG)
________________________ (1)
Member of the
Executive Committee.
Non-employee members of the Board of Directors are paid
annual fees of $18,500, plus $800 and travel expenses for
each meeting attended. Non-employee chairmen of committees
of the Board of Directors receive additional annual fees
of $1,850. Employee members of the Board of Directors do
not receive any directors' fees. During 1993, the Board of
Directors held seven meetings. Each director attended at
least 75% of the meetings of the Board of Directors and of
each Committee of which he was a member.
The Committees of the Board of Directors include an
Executive Committee, a Compensation and Stock Option
Committee, an Audit Committee, a Nominating Committee,
and a Real Estate Advisory Committee.
The members of the Executive Committee who are expected
to continue to serve after the 1994 Annual Meeting are
Messrs. McNeill (Chairman), Ehlers, Gravette, Parmelee,
Walker and Whitney. The Executive
Committee may exercise the authority of the Board during
the intervals between the meetings of the Board, except in
respect of certain matters specified in the
Corporation's By-Laws. The Executive Committee did not
meet during 1993.
The Compensation and Stock Option Committee, which is
composed of Messrs. Walker (Chairman), Gravette, Moore,
Whitney and Zuckerman, approves the salaries of all
executive officers of The Turner Corporation (other than the
Chairman and President, whose salaries are approved by the
Board), makes or recommends awards under the Corporation's
Executive Incentive Compensation Plan and authorizes the
grant of stock options under the Corporation's stock
option plans. The Committee also reviews senior management
organizational plans. The Committee met four times in 1993.
The Audit Committee, which after the 1994 Annual Meeting
will be composed of Messrs. Whitney (Chairman), Ehlers,
Fieger, Gravette, Lomo, Moore and Steiner, recommends
the firm of independent public accountants to act as
the Corporation's independent auditors, confers with the
Corporation's independent auditors as to the scope of
their proposed audit, reviews the findings and
recommendations of the independent auditors, reviews with
the Corporation's internal audit and accounting personnel
the Corporation's financial controls, procedures and
practices, and reviews the Corporation's compliance with
its operating
policy statement. The Committee met four times during 1993.
The Nominating Committee, which after the 1994 Annual
Meeting will be composed of Messrs. Moore (Chairman),
Ehlers, McNeill, Parmelee and Whitney, selects and
recommends nominees for directorships to the Board.
Pursuant to a resolution adopted by the Board in 1989,
the Committee, in nominating members of the Board for
reelection, will consider any material changes which have
occurred in their employment relationships, memberships on
other boards and other circumstances affecting their
availability for and participation in board activities,
and any material changes which have occurred in the
Corporation's business or affairs. The Committee met once
in 1993.
The Real Estate Advisory Committee, which after the 1994
Annual Meeting will be composed of Messrs. Gravette
(Chairman), Ehlers, Fieger, McNeill, Parmelee and Walker,
reviews plans and programs regarding real estate in which
the Corporation had an ownership interest. The Committee
met once in 1993.
As of March 28, 1994, the Corporation's directors
(including nominees), its five highest paid executive
officers (including its chief executive officer) and its
directors and officers as a group beneficially owned the
following numbers of shares of common stock of the
Corporation:
Name of Amount and Nature Per
c
e
n
t
o
f
Title of Beneficial Owner of Beneficial
Class Class Ownership (2)
(5)
Common Heinrich Baumann - 3,000
Stock Steiner (3)
Common Ralph Beck 21,103
Stock
Common Herbert D. Conant (1) 12,272
Stock
Common Walter G. Ehlers 10,000
Stock
Common A. Gary Fieger 3,000
Stock
Common Ellis T. Gravette, 11,500
Stock Jr.
Common Donald R. Kerstetter 34,175
Stock
Common Leif Lomo 4,000
Stock
Common Edward J. McMahon (1) 9,000
Stock
Common Alfred T. McNeill 72,829
1.4%
Stock
Common Charles H. Moore, Jr. 4,000
Stock
Common Harold J. Parmelee 59,763
1.2%
Stock
Common Peter K. Steiner 1,623,500 (4)
24.2%
Stock
Common Joseph V. Vumbacco 22,192
Stock
Common Gordon A. Walker 4,100
Stock
Common John O. Whitney 7,000
Stock
Common Frederick W. 4,000
Stock Zuckerman
Common Directors and
Stock Officers as a Group
(25 persons) 1,988,596
28.5%
(4) (6)
(1) Because of the Company's policy that a director
should not serve past the Annual Meeting
following the director's seventieth birthday, Mr.
Conant will not serve past the 1994 Annual
Meeting and Mr. McMahon (who will have had his
seventieth birthday before the 1995 Annual
Meeting) decided not to run for re-election at the
1994 Annual Meeting.
(2)Includes shares issuable on exercise of currently
exercisable stock options as follows: Ralph Beck,
17,300; Donald R. Kerstetter, 22,900, Alfred T. McNeill,
47,051; Harold J. Parmelee, 43,440; Joseph V. Vumbacco,
18,910, all non-employee directors, 3,000 each. Does
not include 849,011 shares issuable on conversion of
Series B ESOP Preferred shares or shares issuable on
exercise of options which were not currently
exercisable.
(3)Does not include 1,000,000 shares of common stock
issuable on conversion of Series C Preferred Stock,
600,000 shares of common stock issuable on conversion of
Series D Preferred Stock, which itself is issuable on
conversion of an 8-1/2% Debenture, or 20,500 shares of
Common Stock, held by Karl Steiner Holding AG. Heinrich
Baumann-Steiner is the Chairman of Karl Steiner Holding
AG and his wife is the beneficial owner of 50% of the
shares of that company.
(4)Includes 1,000,000 shares of common stock issuable on
conversion of Series C Preferred Stock, 600,000 shares
of common stock issuable on conversion of Series D
Preferred Stock, which itself is issuable on conversion
of an 8-1/2% Debenture, and 20,500 shares of Common Stock,
held by Karl Steiner Holding AG. Peter K. Steiner is
the Vice Chairman of Karl Steiner Holding AG and the
beneficial owner of 50% of the shares of that company.
(5)Unless noted, less than 1%.
(6) Includes 249,039 shares issuable on exercise of
currently exercisable outstanding stock options.
The following persons are known by the Corporation to
have
owned beneficially more than 5% of any of the
Corporation's voting securities as of March 28, 1994.
Name and Address of Amount and
Title of Class Beneficial Owner Nature of
Percent of
Beneficial Class
Ownership
Common Stock The Turner 675,000
13.2%
Corporation
Employees' Retirement
Plan
375 Hudson Street
New York, New York
10014
Common Stock Dimensional Fund 337,100
Advisors Inc. 6.68%(1)
1299 Ocean Avenue Santa
Monica, California
90401
Common Stock FMR Corporation 257,000
82 Devonshire Street
5.03%(1)
Boston, MA. 02109-
3614
Series B ESOP The Turner 849,011
100%
Convertible Corporation Employee
Preferred Stock Stock Ownership Plan
375 Hudson Street
New York, New York
10014
Series C Karl Steiner Holding 9,000
100%
Preferred Stock AG (2)
Hagenholzstrasse 60
CH-8050 Zurich
Switzerland
(1) Information is from form 13G.
(2) The 9,000 shares of Series C Preferred Stock are
convertible into 1,000,000 shares of Common Stock, which,
based upon the shares outstanding on March 28, 1994, would be
16.4% of the outstanding Common Stock outstanding after
conversion of all the Series C Preferred Stock. Karl Steiner
Holding AG also owned 20,500 shares of Common Stock and a
Debenture which is convertible into 6,000 shares of Series D
Preferred Stock, which, if issued, would be convertible into
600,000 shares of Common Stock. If all the shares of Series C
Stock and Series D Stock had been converted, on March 28,
1994, Karl Steiner Holding AG would have owned 24.2% of the
outstanding Common Stock.
The shares of Series B ESOP Convertible Preferred Stock
vote together with the Common Stock on all matters, including
election
of directors, with each share of Series B ESOP Convertible
Preferred Stock entitled to one vote. The Series B ESOP
Convertible Preferred Stock will constitute 14.3% of the shares
entitled to vote in the election of directors.
The holders of the Series C Preferred Stock, voting
separately, are entitled to elect three directors (declining to
no directors if the outstanding Series C Preferred Stock is less
than a specified portion of the outstanding voting stock on a
fully diluted basis).
While the holders of the Series C Preferred Stock are
entitled to elect any directors, they cannot vote with
regard to directors to be elected by the holders of the
Common Stock. If the holders of the Series C Stock
become no
longer entitled to elect directors as a separate class, they
will be entitled to vote as part of the same class as the
Common Stock and the Series B ESOP Convertible Preferred
Stock, and will be entitled to 1,000 votes for each 9
shares of Series C Preferred Stock (a total of 1,000,000
votes for the entire 9,000 shares). The holders of the
Series C Preferred Stock are at all times entitled to
1,000 votes for each 9 shares of Series C Preferred Stock
with regard to all matters other than the election of
directors. Peter K. Steiner, who is a director of
the Corporation, is the Vice Chairman, and the beneficial
owner of 50% of the shares of Karl Steiner Holding AG.
Esther BaumannSteiner, who is the sister of Peter K.
Steiner and the wife of Heinrich Baumann-Steiner, is the
beneficial owner of the other 50% of the shares of Karl
Steiner Holding AG. Mr. BaumannSteiner, who is a
director of the Corporation, is the Chairman of Karl Steiner
Holding AG.
Karl Steiner Holding AG acquired the 9,000 shares of
Series C Preferred Stock from the Corporation in July 1992
for $9 million. At the same time, it
acquired 6,000 shares of Series D Preferred
Stock from the Corporation for $6 million. Shortly after
that it exercised a contractual right to exchange the
Series D Preferred Stock for an 8 1/2% Debenture of the
Corporation in the principal amount of $6 million. In
connection with those transactions, Karl Steiner Holding AG
and the Corporation executed an agreement which gives each
of them options under certain circumstances to purchase or
sell Preferred Stock or Common Stock from or to the other
of them.
Karl Steiner Holding AG and the Corporation each owns
50% of Turner Steiner International S.A. ("TSI"), an
entity they
formed to engage in construction-related activities in most
of the world, other than North and Central America,
Switzerland, Germany, France, Austria and Japan. During
1993, the Corporation made employees and space available
to TSI (for which the Corporation was paid $200,000
plus reimbursement for out-ofpocket expenses), the
Corporation guaranteed obligations of TSI with regard to a
construction bond, a construction contract and letters of
credit, and the Corporation from time to time made working
capital loans to TSI (the amount of these loans was
$2,082,887), the Corporation sold to TSI for $985,773, the
right to receive the remainder of the payments which
are made with
regard to two construction projects, which prior to
that transaction were being built by TSI for the
Corporation.
REMUNERATION OF EXECUTIVE OFFICERS
The following table sets forth the
annual compensation, long-term compensation and
all other compensation during each of the three years
ended December 31, 1993, for the Corporation's chief
executive officer and for the four additional executive
officers who, together with the chief executive officer,
comprised the five highest paid executive officers of the
Corporation for the year ended December 31, 1993.
note!! footnotes in
this table are the
last row of the
table!!SUMMARY
COMPENSATION TABLE
Annual Long-Term Compensation
Compen
sation
Awards Payouts
Securi
Other Restri ties
Annual cted Underl LTIP
All
Sala Bonus Compensa Stock ying Payo
Other
Name and Ye ry ($) tion Award( Option uts
Compensa
Principal ar ($) ($) s) s/ ($)
tion
Position ($)(2) SARs ($)
(3)
(1)
(#)
Alfred T. 19 $400 NONE $1,908 18,000 NONE
McNeill 93 ,000 $0
$54,497
Chairman 19 75,000 2,041 3,000
(4)
and Chief 92 365,
49,406
Executive 19 000 10,125 1,952 6,000
37,482
Officer 91 (5)
365,
000
Harold J. 19 NONE 13,000 NONE
Parmelee 93 315, 0 1,908
44,872
President 19 000 50,000 3,000
(4)
92 2,041
32,269
19 287, 8,100 6,000
22,290
91 500 (5) 1,952
287,
500
Donald R. 19 NONE 5,000 NONE
Kerstetter (6) 93 231, 0 1,908
32,313
Senior Vice 000
(4)
President
Joseph V. 19 NONE NONE
Vumbacco 93 220, 0 1,908 4,800
15,314
Senior Vice 19 000 32,000
(4)
President and 92 1,952 1,800
13,905
General Counsel 19 206, 6,075
9,814
91 000 (5) 1,952 3,500
206,
000
Ralph Beck 19 NONE NONE
Senior Vice 93 207, 0 1,908 1,800
23,805
President and 19 000 27,000
(4)
Secretary 92 1,911 1,800
18,810
19 198, 6,075
13,766
91 000 (5) 1,952 3,500
198,
000
________________
(1)The Corporation has not granted any stock appreciation
rights.
(2)Restricted Stock Awards consist of allocations under the
Employee Stock Ownership Plan ("ESOP").The aggregate number of
shares
allocated, as of December 31, 1993, to Messrs. McNeill,
Parmelee, Kerstetter, Vumbacco and Beck was 465,
465, 465,
459 and 456 shares respectively, valued at $8,370,
$8,370, $8,370, $8,262 and $8,208 respectively.Dividends are
used to pay the ESOP loan.
(3)Consists of matching contributions by the Corporation to
its 401(k) plan, contributions to the Corporation's defined
contribution retirement plan and supplemental payments
to
retirement accounts.
(4)Estimated
(5) Consists of the market value at December 13, 1991
($6.75 per share) of shares issued in lieu of
holiday salary supplements.
(6) Mr. Kerstetter became an officer of the
Corporation in 1993. Prior to that, he was an executive
officer of Turner
Construction Company, the Corporation's principal
subsidiary.
The following table sets forth certain information with
regard to options granted during the fiscal year ended December
31, 1993 and potential realizable values. No stock
appreciation rights (SARs)
were granted during that year.
OPTION/SAR GRANTS IN LAST
FISCAL YEAR
Individual Grants
Number
of Percent
Potenti
Securiti of Total Exerci al
es Options/ se
Realiza
Underlyi SARs or Expirati
ble
ng Granted Base on
Value
Options/ to Price at
SARs Employee
Assumed
Granted s
Annual
Rat
e
s
o
f
S
t
o
c
k
P
r
i
c
e
Ap
p
r
e
c
i
a
t
i
o
n
Fo
r
Op
ti
on
Te
rm
Name (#) in ($/Sh) Date 5% ($) 10%
Fiscal ($)
Year
Alfred T. McNeill 18,000 14.57% $8.00 1/14/03 $90,540 $229,860
Harold J.Parmelee 13,000 10.53% $8.00 1/14/03 $65,390 $166,010
Don Kerstetter 5,000 4.05% $8.00 1/14/03 $25,150 $63,850
Joseph V. Vumbacco 4,800 3.89% $8.00 1/14/03 $24,144 $61,296
Ralph Beck 1,800 1.46% $8.00 1/14/03 $9,054 $22,986
Th
e
f
o
l
l
o
w
i
n
g
t
a
b
l
e
s
e
t
s
f
o
r
t
h
c
e
r
t
a
i
n
i
n
f
o
r
m
a
t
i
o
n
w
i
t
h
regard to exercises of options and during 1993 and options
and held at December 31, 1993.
note!! footnotes for this table are
the last row of the table!!
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-
END
OPTION/SAR VALUES
Number of
Securities Underlying Value
of
Unexercised Unexercised
Options/SARs in-the
Money
at
Options/SARs
Fiscal Year- at Fiscal
YearEnd(1) End (2)
($)
(#)
Shares
Acquir Value Exercisable(
Exercisable(E)/
Name ed on Realiz E)/
Unexercisable(U)
Excerc ed ($) Unexercisabl
ise e(U)
(#)
___ ___ 36,380 (E) 0 (E)
Alfred T. McNeill 23,020 (U) 0 (U)
___ ___ 30,940 (E) 0 (E)
Harold J. Parmelee 13,000 (U) 0 (U)
___ ___ 17,900 (E) 0 (E)
Donald R. Kerstetter 5,000 (U) 0 (U)
___ ___ 14,110 (E) 0 (E)
Joseph V. Vumbacco 4,800 (U) 0 (U)
___ ___ 15,500 (E) 0 (E)
Ralph Beck 1,800 (U) 0 (U)
_
(1) The Corporation has not granted any SARs.
(2) All exercise prices were higher than
the closing price of $7.875 on December 31, 1993.
The Corporation or its subsidiaries have entered into change of
control agreements with a number of their executive officers,
including the executive officers named above. These agreements
expire on June 30, 1996. They provide that in the event of
"termination" (as defined) of an executive's employment after a
"change of control" (as defined) of the Corporation, the
executive will be entitled to receive a lump sum payment equal to
2.99 years' (in the case of four senior executives, including Mr.
McNeill) or one year's (in the case of the other executives)
compensation, including average bonus, as well as continued
eligibility for certain employee welfare benefits.
Retirement Plans
Until March 31, 1991, the Corporation had The Employees'
Retirement Plan (the "Retirement Plan") and a Retirement Benefit
Equalization Plan under which an employee would receive
retirement benefits under a formula based upon years of service,
salary during the years preceding retirement and the Social
Security wage base. Effective March 31, 1991, the Corporation
curtailed the Retirement Plan, so that no years of service or
salary past that date would be considered in determining
retirement benefits. This froze the benefits employees who
continued working for the Corporation past March 31, 1991 would
receive under the Retirement Plan. The annual benefits Messrs.
McNeill, Parmelee, Kerstetter, Vumbacco and Beck will receive
under the Retirement Plan and the Retirement Benefit Equalization
Plan, assuming retirements at age 65, will be $119,330, $90,030,
$98,751 $22,276 and $58,023 respectively.
Effective April 1, 1991, the Corporation instituted a new
defined contribution retirement plan known as The Employees'
Retirement Income Plan to succeed The Employees' Retirement
Plan. Amounts contributed to this plan during 1992 and 1993 are
included in the column captioned "All Other Compensation" on the
Summary Compensation Table.
The Board of Directors voted at its November 1993
meeting to institute a new type of retirement benefit plan
beginning January 1, 1994. No contribution to The
Employees' Retirement Income Plan will be made with
regard to the years after December 31, 1993. Effective
January 1, 1994, The Employees' Retirement Plan will be
amended and converted into a type of retirement plan
known as a cash balance retirement plan. This Plan
is incorporates features of the prior Employees' Retirement
Income Plan along with attributes of a defined benefit type
of plan.
In 1988 the Corporation entered into an agreement with
Herbert D. Conant in connection with his retirement as
Chairman and Chief Executive Officer pursuant to which he
agreed to forego and waive his rights to payments of
approximately $4,455 per month for life under the
Retirement Benefit Equalization Plan in exchange for the
purchase on his behalf by the Corporation of an annuity
which will pay him $7,783 per month for a term of five
years.
COMPENSATION COMMITTEE REPORT
To the Shareholders of The Turner Corporation
The purpose of this report is to describe the
compensation policies applied by the Compensation Committee
of the Board of Directors of The Turner Corporation
with regard to the
Corporation's executive officers and the basis for the
compensation of Alfred T. McNeill, the chief executive
officer of the Corporation, for the year ended December 31,
1993.
In 1989, the Compensation Committee and the management
of the Corporation undertook a review of the Corporation's
policies for compensating its senior executives. With the
approval of the Compensation Committee, the Corporation
hired Towers Perrin to assist in this review.
Representatives of Towers Perrin worked with the
management to develop possible compensation programs, and
then met privately with the Compensation Committee to
discuss them.
As a result of the review, the Compensation
Committee recommended, and the Board of Directors adopted,
a four-pronged compensation program, designed to reward
senior executives for both long-term and short-term
achievements on behalf of the Corporation and its
stockholders. The principal elements of this program were:
Base Salary - the fundamental compensation to a
senior executive for fulfilling his or her job
responsibilities.
Executive Incentive
Compensation Plan - a reward for
achieving or exceeding corporate and individual
goals established with regard to each senior
executive at the beginning of each year.
Stock Options - stock options enable key employees to
profit from increases in the price of the Corporation's
stock. The Corporation has had stock option plans
since its shares first were sold to the public
in 1969. However, in connection with the 1989
review, it was decided that stock options would be
awarded uniformly to all officers of the Corporation
and its subsidiaries holding similar
positions.
Stockholder Gain Award Plan - each of the very
senior officers of the Corporation was given the
opportunity to receive substantial cash awards based
upon the amount by which the price of the
Corporation's stock at the end of 1992 exceeded $30
per share, up to a maximum of $50 per share (when
the Plan was adopted the price of the
Corporation's stock was approximately $14 per share).
These possible cash awards were instead of higher
levels of annual bonuses.
Based upon the advice received from Towers Perrin,
the Compensation Committee concluded that the four-pronged
program described above would enable the Corporation to
retain capable senior executives while providing rewards
for contributing toward enhancement of the Corporation's
financial results and for increases in the price of its
stock. Because the Corporation devotes substantial time
and money to training key employees in matters relating to
the construction industry, the Corporation's employees are
constantly being sought by competing construction firms.
Therefore, it is important that the Corporation's key
employees be compensated at a level which will induce
them to remain with the Corporation rather than accepting
positions with competitors. Nonetheless, after having
reviewed
the
recommendations of Towers Perrin, the Compensation
Committee concluded that the compensation levels and
incentives were not excessive (and indeed were somewhat
modest) in view of the size and complexity of the
Corporation's businesses.
Each year the Compensation Committee reviews
recommendations from management as to base salaries of
senior executives (other than the Chief Executive Officer
and the President), total awards to senior executives
under the Executive Incentive Compensation Plan and numbers
of stock options to be awarded to executives in particular
positions. It then makes recommendations to the entire
Board as to the following year's salaries of the Chief
Executive Officer and of the President, the total amount
(as a percentage of the Corporation's earnings) to be
awarded under the Executive Incentive Compensation Plan and
the portions of that total amount to be allocated to the
Chief Executive Officer and the President. In addition, it
determines, without action of the Board, the following
year's salaries of senior executives other than the Chief
Executive Officer and the President, and the portion of
the total amount awarded under the Executive Incentive
Compensation Plan to be allocated to each of those
senior executives.
The Corporation's stock did not reach $30 per share by
the end of 1992, and therefore no senior executives
received any awards under the Stockholder Gain Award Plan.
Management recommended to the Compensation Committee a new
plan under which no awards would be made unless the Common
Stock reached $38 per share by December 31, 1995
(representing an approximately 12% per annum increase over
its price in 1989, when the current management took office).
The Compensation Committee considered this "hurdle" price
to be so high as to be nearly unattainable, and therefore
believed that a
Plan with that "hurdle" rate would provide little incentive
to
the Corporation's senior management. Other formulations
were considered, and eventually the Compensation Committee
recommended to the Board of Directors, and the Board of
Directors adopted, a Stockholder Gain Award Plan under
which, if during the 20 trading days before and after June
11, 1996, the price of the Common Stock averages at
least $20 per share, a group of senior executive
officers designated by the Compensation Committee at that
time will receive incentive compensation totaling 1.5% of
the amount by which the total value of the outstanding
Common Stock, based upon that average price, exceeds what it
would have been at $12 per share. However, the total amount
of the incentive compensation may not exceed $3 million.
Because the Corporation had profits in 1992 despite
an extremely poor construction market, the Compensation
Committee recommended, and the Corporation granted, the
Chief Executive Officer and the Corporation's other senior
executives increases in their 1993 salaries from 1992
levels. However, because the Corporation had a loss (after
restructuring reserves) in 1993, no 1993 awards were made
under the Executive Incentive Compensation Plan. Stock
options were awarded
during 1993 in accordance with the formula adopted in
1989. No additional stock options were awarded.
In 1988, the Corporation had entered into change of
control agreements with a number of members of its senior
management. These agreements provided that in the event
that an executive's employment was "terminated" after a
"change of control" of the Corporation, the executive
would be entitled to receive a lump sum payment equal to
five years' (in the case of five senior executives,
including Mr. McNeill) or three years' (in the case of
most other executives) salary as well as continued
eligibility for certain employee welfare benefits. These
agreements expired on December 31, 1992, but were extended
for six months to give the Compensation Committee and
the Board of Directors an opportunity to consider
replacing them. In July, 1993, acting on a
recommendation from the Compensation Committee, the Board
of
Directors entered into new change of control agreements,
which will run until June 30, 1996, under which, in the
event of "termination" of an executive's employment after
a "change of control," the executive will be entitled to
receive a lump sum payment equal to 2.99
years' (in the case of four senior
executives, including Mr. McNeill) or one year's (in the
case of other executives) compensation, including average
bonus, as well as continued eligibility for certain
employee welfare benefits.
GORDON A. WALKER
CHARLES H. MOORE, JR. ELLIS T.
GRAVETTE, JR.
JOHN O. WHITNEY FREDERICK
W. ZUCKERMAN
The Turner Corporation
Comparison of Five - Year Cumulative Return:
Turner vs. AMEX and Construction and Real Estate Peer Group
Companies in Peer Groups weighted by market
capitalization: indexed to 100 at December 31, 1988.
Dividends reinvested over period.
The Turner Corporation has two business segments:
Construction and Real Estate. The Construction Peer Group
is made up of companies with market capitalizations of
not more than $500 million who
are engaged primarily in
providing
construction/engineering services for business sectors other
than home building and infrastructure: Guy F. Atkinson of
California, Michael Baker Corp., CRSS Inc., Perini Corp.,
and Stone & Webster Inc. These are the same companies which
made up the Construction Peer Group described in the proxy
statement used in connection with the 1993 Annual Meeting.
The Real Estate Peer Group is made up of all U.S. companies
listed in the Standard & Poors database
(2/94) which have been public for five years or more, have
market capitalizations of not more than $150 million,
and whose principal business activity involves
nonresidential real estate development. The Real Estate
Peer Group has been changed from the previous year
because two of the former peer group companies no longer
meet the comparison criteria. In addition, the name of one
company in the Real Estate Peer Group changed during the
year. The Real Estate Peer Group is comprised of: Reading
Co. Class A, Koger Equity and Mission West Properties.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen & Co. was appointed by the Board of
Directors, with the recommendation of the Audit Committee,
as independent public accountants to audit the accounts of
the Corporation and its subsidiaries for 1993. A
representative of Arthur Andersen & Co. is expected to be
present at the Annual Meeting and will have an opportunity
to make a statement if he or she desires to do so. That
person will be available to answer appropriate questions.
Arthur Andersen & Co. rendered the following services to
the Corporation in 1993: reading of unaudited quarterly
financial information, assistance and consultation in
connection with filings with the Securities and Exchange
Commission and with various other governmental and
regulatory agencies, consultation in connection with
various tax and audit-related accounting matters and
management consultation relating to the Corporation's Total
Quality Management Program.
GENERAL
The enclosed proxy is solicited by the Board of
Directors of The Turner Corporation to be voted at the 1994
Annual Meeting of Stockholders. All shares represented by
proxies delivered prior to the meeting will be voted in
the manner specified on the proxies. If no vote is
specified, and the proxy does not show that the
stockholder wants to abstain or for any other reason the
shares are not to be voted, the proxy will be voted for
the nominees for directorships named above. Any
stockholder who signs and returns a proxy may revoke it at
any time prior to the vote by notifying the Secretary in
writing. A vote in person at the meeting will revoke a
proxy as to the matters voted upon. However, the presence
of a stockholder at the meeting will not revoke a proxy
as to matters on which the stockholder does not vote in
person.
The Board of Directors has no reason to believe that
any nominee for a directorship will be unable to serve if
elected. If any nominee should become unable to serve,
proxies may be voted for the election of another person
designated by the Board of Directors.
The Board of Directors knows of no other matters which
may be presented for stockholder action at the meeting.
If other
matters do properly come before the meeting, the persons
named in the proxies will have authority to vote in
accordance with their judgment.
Stockholders of record at the close of business on March
28, 1994 will be entitled to vote at the meeting. At the
close of business on March 28, 1994, the Corporation
had outstanding 5,109,457 shares of Common Stock and
849,011 shares of Series B ESOP Convertible Preferred
Stock. The Common Stock and the Series
B Stock are voted as though they were a single class. Each
share of Common Stock and each share of Series B Stock
outstanding on March 28, 1994 is entitled to one vote.
In addition to the distribution of proxy material by
mail, directors, officers and employees of the
Corporation and its subsidiaries may solicit proxies by
telephone or in person. The cost of all such
solicitations will be borne by the Corporation. The
Corporation will reimburse brokerage houses, custodians,
nominees and fiduciaries for expenses in forwarding
solicitation material to beneficial owners. The Corporation
has retained D. F. King & Co. to assist in the solicitation
of proxies. The fee of that firm is estimated not to
exceed $9,000 plus reimbursement for out-of-pocket costs and
expenses.
NEXT ANNUAL MEETING
Proposals which security holders wish included in the
proxy materials relating to the 1995 Annual Meeting must
be received by The Turner Corporation by December 12, 1994.
By Order of the Board of
Directors
THE TURNER CORPORATION
RALPH BECK
Secretary
April 11, 1994
THE TURNER CORPORATION WILL PROVIDE WITHOUT CHARGE A COPY
OF ITS ANNUAL REPORT ON FORM 10-K FOR 1993, EXCLUDING
EXHIBITS, TO ANY PERSON ENTITLED TO VOTE OR TO DIRECT A
VOTE AT THE 1994 ANNUAL MEETING OF STOCKHOLDERS UPON THE
WRITTEN REQUEST OF ANY SUCH PERSON ADDRESSED TO THE
SECRETARY OF THE TURNER CORPORATION AT THE ADDRESS
SPECIFIED ON THE FIRST PAGE OF THIS PROXY STATEMENT.
April 25, 1994
Dear Stockholder:
Our records indicate that we have not yet received your
proxy for the Annual Meeting to be held on May 13, 1994. A
proxy card was mailed to you on
April 11, 1994, together with a Notice of Annual Meeting,
Proxy Statement and Annual Report.
We believe it is important that your views be represented at
the meeting. We are, therefore, enclosing a duplicate proxy
and urge you to sign, date and return it today in the
enclosed return envelope.
If you have already forwarded your proxy card, we thank you
for your cooperation.
Yours very truly,
THE TURNER CORPORATION
Ralph Beck
Secretary
RB:dtl
April 11, 1994
To Participants in the Employee Stock Ownership Plan:
As a participant in The Turner Corporation Employee Stock
Ownership Plan, you have the right to direct the Trustee of
the Plan, State Street Bank and Trust Company, as to the
manner in which to vote your shares at the Company's Annual
Stockholders Meeting on May 13, 1994. The instructions
given by you will be held by the Trustee in strict
confidence.
The enclosed Voting Instruction Card can be used to provide
your instructions to the Trustee. This Card only covers the
shares held in the Employee Stock Ownership Plan for which
you are entitled to give direction and is not linked to any
other shares of Company stock or related Proxy Cards
concerning the Annual Meeting which you may receive.
Your voting direction will apply to those shares allocated
to your account as well as to a proportionate number of the
shares in the plan not yet allocated to any participant. If
you own Turner Corporation Stock outside of the Employee
Stock Ownership Plan, you will receive proxy materials
covering these shares in a separate mailing.
Also enclosed is a Proxy Statement that explains the items
which will be voted on at the Company's Annual Stockholders
Meeting. Please return your completed and signed Voting
Instruction Card as quickly as possible, using the envelope
provided. Your vote is important and you are encouraged to
take advantage of this opportunity to direct the voting of
your shares.
Ralph Beck
Secretary
April 8, 1994
Securities and Exchange Commission
Washington, D.C. 20549
Dear Sirs:
The Turner Corporation (the "Company") is
filing electronically the definition proxy statement, form
of proxy and form of instruction to ESOP trustee which the
Company expects to send to security holders beginning April
11, 1994.
Very truly yours,
THE TURNER CORPORATION
/s/ Ralph Beck
Secretary
