As filed with the Securities and Exchange Commission on September 27, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE TURNER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3209884
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
375 Hudson Street 10014
New York, New York (Zip Code)
(Address of principal executive offices)
-----------------------
Joseph V. Vumbacco, Esq.
General Counsel
The Turner Corporation
375 Hudson Street
New York, New York 10014
(212) 229-6000
(Name, address, including zip code and telephone number,
including area code, of agent for service)
Copy to:
David W. Bernstein, Esq.
Rogers & Wells
200 Park Avenue
New York, New York 10166
CALCULATION OF REGISTRATION FEE
<TABLE>
- -----------------------------------------------------------------------------------------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration
share(1) price fee
<C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Common Stock,
$1.00 par value 200,000 shares $8.75 $1,750,000 $604
=====================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee on the basis of the last
sale price of the Common Stock on the American Stock Exchange on September 21, 1994, pursuant
to Rule 457(c) of the Securities Act of 1933.
The prospectuses included in this Registration Statement also relate to Registration
No. 33-50244.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form S-8 and
Rule 428(b)(1) of the rules under the Securities Act of 1933, as amended,
the information required by Part I of Form S-8 is included in a
Pamphlet dated August 1994 distributed to participants in The Turner
Corporation Employee Stock Purchase Program (the "Stock Purchase
Program"). The Pamphlet, together with Item 3 of Part II of this
Registration Statement, constitute a Section 10(a) Prospectus.
<PAGE>
PROSPECTUS FOR RESALES
The material which follows, up to but not including the page
beginning Part II of this Registration Statement, constitutes a prospectus,
prepared on Form S-3, in accordance with General Instruction C to Form
S-8, to be used in connection with resales of securities acquired
under The Turner Corporation Stock Purchase Program by affiliates
of The Turner Corporation, as defined in Rule 405 under the
Securities Act of 1933, as amended.
<PAGE>
PROSPECTUS
THE TURNER CORPORATION
COMMON STOCK
(Par Value $1.00 per share)
This Prospectus relates to shares of Common Stock of The Turner
Corporation (the "Company") which may be offered from time to time
by the people named under "Selling Security Holders" on the American
Stock Exchange, where the Company's Common Stock is listed, or on
other securities exchanges or in other markets where the Common
Stock may be traded, or in negotiated transactions, at prices and
on terms then available. The respective Selling Security Holders
will pay any brokerage fees or commissions relating to sales by
them. See "Method of Sale." The Company will receive no part of
the proceeds of any such sales. The principal executive office of
the Company is located at 375 Hudson Street, New York, New
York 10014 (Telephone No. (212) 229-6000).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The expenses of preparing and filing the Registration Statement
of which this Prospectus is a part are being borne by the Company.
-----------------------
The date of this Prospectus is September 26, 1994.
<PAGE>
TABLE OF CONTENTS
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . 2
Selling Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . 2
Method of Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SEC Position Regarding Indemnification . . . . . . . . . . . . . . . . . . 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, and in accordance with that Act files
reports and other information with the Securities and Exchange Commission.
All reports, proxy statements and other information filed with the Securities
and Exchange Commission by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: 7 World Trade Center, New York, New York 10048
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of that material can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. That material and other information concerning
the Company can also be inspected at the American Stock Exchange, 86
Trinity Place, New York, New York 10006.
INCORPORATION BY REFERENCE
The Company incorporates by reference into this Prospectus
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1993, (b) the Company's Quarterly Reports on Form 10-Q for
the periods ended March 31, 1994 and June 30, 1994, (c) the Company's proxy
statement dated April 11, 1994, (d) all other reports filed by the
Company pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 since December 31, 1993 and (e) the description of the Company's
Common Stock included in its registration statement under Section 12 of the
Securities Exchange Act relating to the Common Stock, including any
amendment or report filed for the purpose of updating that description.
All documents subsequently filed by the Company pursuant to Sections 13,
14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold, will be deemed to be incorporated by reference
in this Prospectus and to be a part of it from the date of filing of
those documents. Copies of all documents which are incorporated by
reference will be provided without charge to anyone to whom this
prospectus is delivered upon a written or oral request to The Turner
Corporation, 375 Hudson Street, New York, New York 10014, Attention:
Joseph V. Vumbacco, telephone number (212) 229-6000.
SELLING SECURITY HOLDERS
This Prospectus relates to possible sales by officers of
the Company who are eligible to participate in The Turner Corporation
Employee Stock Purchase Program (the "Stock Purchase Program") of
shares of Common Stock purchased for them from the Company under the
Stock Purchase Program. The names of those Selling Securities
Holders are not known by the Company at this time and will be
provided by the Company, along with the number of shares of Common
Stock owned by each of them and the number of shares to be resold,
in a supplement to this Prospectus pursuant to General Instruction
C(3) to Form S-8 and Rule 424(b) under the Securities Act of 1933.
-2-
<PAGE>
METHOD OF SALE
The Company anticipates that any sales of the shares
offered by this Prospectus by Selling Security Holders will be made
to the public on the American Stock Exchange, where the Company's
Common Stock is listed for trading, or on other securities exchanges
or in other markets where the Company's Common Stock may be traded,
or in negotiated transactions. The Company anticipates that sales
will be at prices current when the sales take place. Sales may involve
payment of brokers' commissions by Selling Security Holders. There
is no present plan of distribution.
SEC POSITION REGARDING INDEMNIFICATION
The Company's bylaws provide for indemnification of officers
and directors, among other things, in instances in which they acted
in good faith and in a manner they reasonably believed to be in the best
interests of the Company and, with respect to criminal proceedings, without
reasonable belief that their conduct was unlawful.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company under the provisions described above, the Company
has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in that Act and is therefore unenforceable.
-3-
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents are incorporated by reference in
this Registration Statement:
(a) The Annual Report of The Turner Corporation (the
"Company") on Form 10-K for the year ended December 31, 1994.
(b) The Quarterly Reports of the Company on Form 10-Q
for the periods ended March 31, 1994 and June 30, 1994.
(c) The Company's proxy statement dated April 11, 1994.
(d) All documents filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 1993.
(e) The description of the Company's Common Stock included
in its registration statement under Section 12 of the Securities Exchange Act
of 1934 relating to the Common Stock, including any amendment or report
filed for the purpose of updating that description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, will be deemed to be incorporated by reference in this
Registration Statement and to be part of it from the date of filing such
documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 145 of the General Corporation Law of Delaware gives
Delaware corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations.
That indemnification is not exclusive of any other rights to which those
indemnified may be entitled under any by-laws, agreement, vote of stockholders
or otherwise.
II-1
<PAGE>
Article VIII of the by-laws of the Company makes mandatory the
indemnification expressly authorized under the Delaware General Corporation
Law. The applicable standard is that the individual acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The Company has purchased insurance which insures officers
and directors of the Company against loss arising from claims by reason
of their legal liability for acts as officers and directors.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
The following documents are filed with or incorporated by
reference in this Registration Statement:
5 Opinion of Rogers & Wells
23 Consents of Experts and Counsel
(i) Rogers & Wells (counsel)-included in Exhibit 5
(ii) Arthur Andersen LLP (independent public accountants)
25 Powers of Attorney-included on signature pages
Item 9. Undertakings.
-------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement to include any material
information with respect to the plan of distribution
not previously disclosed in the Registration
Statement or any material change to such information in
the registration statement.
(2) That for the purpose of determining any liability under
the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, (the "1933 Act") may be permitted to
directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel,
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether or not such
indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New
York on this 26th day of September, 1994.
THE TURNER CORPORATION
By: ALFRED T. MCNEILL
---------------------
Alfred T. McNeill
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below appoints each of
Alfred T. McNeill, Harold J. Parmelee and Joseph V. Vumbacco his agent
and attorney in fact, with full power of substitution, to execute for
him and in his name, in any and all capacities, all amendments, including
post-effective amendments, to the Registration Statement to which this
power of attorney is attached.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
PRINCIPAL EXECUTIVE OFFICER:
Chairman of the Board,
Chief Executive
Officer, Director September 26, 1994
ALFRED T. MCNEILL
- ----------------------------
Alfred T. McNeill
PRINCIPAL FINANCIAL OFFICER:
Senior Vice President,
Chief Financial
Officer September 26, 1994
DAVID SMITH
- ----------------------------
David Smith
PRINCIPAL ACCOUNTING OFFICER:
ANTHONY C. BREU
- ---------------------------- Controller September 26, 1994
Anthony C. Breu
S-1
<PAGE>
ADDITIONAL DIRECTORS:
- --------------------------- September , 1994
Heinrich Baumann-Steiner
WALTER G. EHLERS
- --------------------------- September 26, 1994
Walter G. Ehlers
A. GARY FIEGER
- --------------------------- September 26, 1994
A. Gary Fieger
ELLIS T. GRAVETTE, JR.
- --------------------------- September 26, 1994
Ellis T. Gravette, Jr.
LEIF LOMO
- --------------------------- September 26, 1994
Leif Lomo
CHARLES H. MOORE, JR.
- --------------------------- September 26, 1994
Charles H. Moore, Jr.
HAROLD J. PARMELEE
- --------------------------- September 26, 1994
Harold J. Parmelee
PETER K. STEINER
- --------------------------- September 26, 1994
Peter K. Steiner
GORDON A. WALKER
- --------------------------- September 26, 1994
Gordon A. Walker
JOHN O. WHITNEY
- --------------------------- September 26, 1994
John O. Whitney
FREDERICK W. ZUCKERMAN
- --------------------------- September 26, 1994
Frederick W. Zuckerman
S-2
<PAGE>
September 26, 1994
The Turner Corporation
375 Hudson Street
New York, New York 10014
Dear Sirs:
We have acted as counsel to The Turner Corporation (the
"Company") in connection with the proposed issuance of up to
200,000 shares (the "Shares") of the Common Stock, par value $1.00
per share, of the Company in a public offering being registered
under the Securities Act of 1933 in a registration statement on
Form S-8 (the "Registration Statement"). In that capacity, we are
familiar with the proceedings, corporate and other, relating to the
authorization of the issuance of the Shares.
Based on the foregoing, and such other examination of law and
fact as we have deemed necessary, we are of the opinion that when
sold as described in the Registration Statement, the Shares will be
legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ROGERS & WELLS
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated March 4, 1994,
included in The Turner Corpopration's Form 10-K for the year ended
December 31, 1993 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
New York, New York
September 26, 1994
<PAGE>
