Registration No. 33-55639
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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THE TURNER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
13-3209884
(I.R.S. Employer
Identification No.)
375 Hudson Street
New York, New York 10014
(Address of principal executive offices) (Zip Code)
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Joseph V. Vumbacco, Esq.
Executive Vice President and
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
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CALCULATION OF REGISTRATION FEE
Title of Securities Amount Proposed Proposed Amount of
to be to be maximum maximum registration fee
registered registered offering price aggregate
per share(1) offering price
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Common Stock,
$1.00 par
value(2) 200,000 shares $8.75 $1,750,000 $604(3)
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(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 31, 1994, pursuant to Rule 457(c) of the
Securities Act of 1933, as amended.
(2) Includes stock purchase rights. Prior to the occurrence of certain
events, these rights will not be exercisable or evidenced separately
from the Common Stock.
(3) Previously paid.
The prospectus included in this Registration Statement also
relates to Registration No. 33-50244.
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<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
"Securities Act"), 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.
<PAGE>
PROSPECTUS
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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.
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The date of this Prospectus is September 26, 1994.
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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, as amended (the "Exchange Act"), 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 Exchange Act since December 31, 1993, (e) the
description of the Company's Common Stock included in its registration
statement under Section 12 of the Exchange Act relating to the Common Stock,
including any amendment or report filed for the purpose of updating that
description and (f) the description of the rights set forth in the Company's
Registration Statement on Form 8-A as filed with the Securities and Exchange
Commission on September 13, 1988 including all reports updating such
description. All documents subsequently filed by the Company pursuant to
Sections 13, 14 and 15(d) of the Exchange Act, 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, as amended
(the "Securities Act").
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<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 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.
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<PAGE> PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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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, 1993.
(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 Exchange Act (the "Exchange Act") since December
31, 1993.
(e) The description of the Company's Common Stock
included in its registration statement under Section 12 of the Exchange Act
relating to the Common Stock, including any amendment or report filed for the
purpose of updating that description.
(f) The description of the rights set forth in the
Company's Registration Statement on Form 8-A as filed with the Securities
and Exchange Commission on September 13, 1988 including all reports updating
such description.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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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.
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.
II-1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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The following documents are filed with or incorporated
by referenced in this Registration Statement:
5 Opinion of Rogers & Well.*
23.1 Consent of Rogers & Wells (counsel-included
in Exhibit 5).*
23.2 Consent of Arthur Andersen LLP (independent
public accountants).*
25 Powers of Attorney (included on the signature
pages of the initial Registration Statement).
ITEM 9. UNDERTAKINGS.
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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, 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 bond fide offering thereof.
(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, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act 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 bond fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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* Previously filed as an Exhibit to the initial Registration Statement.
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<PAGE> SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, 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 15th day of June, 1995.
THE TURNER CORPORATION
By: /s/ Alfred T. McNeill**
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Alfred T. McNeill
Chairman of the Board
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<S>
SIGNATURE TITLE DATE
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<C> <C> <C>
/s/ Alfred T. McNeill** Chairman of the Board June 15, 1995,
- --------------------------------- Chief Executive Officer,
Alfred T. McNeill Director (Principal
Executive Officer)
/s/ David Smith** Senior Vice President, June 15, 1995
- --------------------------------- Chief Financial Officer
David Smith (Principal Financial Officer)
/s/ Anthony C. Breu**
- --------------------------------- Controller (Principal June 15, 1995
Anthony C. Breu
Accounting Officer)
/s/ Heinrich Baumann-Steiner** Director June 15, 1995
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Heinrich Baumann-Steiner
/s/ Walter G. Ehlers** Director June 15, 1995
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Walter G. Ehlers
S-1
<PAGE>
/s/ A. Gary Fieger** Director June 15, 1995
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A. Gary Fieger
/s/ Ellis T. Gravette, Jr.** Director June 15, 1995
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Ellis T. Gravette, Jr.
/s/ Leif Lomo** Director June 15, 1995
Leif Lomo
/s/ Charles H. Moore, Jr.** Director June 15, 1995
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Charles H. Moore, Jr.
/s/ Harold J. Parmelee** Director June 15, 1995
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Harold J. Parmelee
/s/ Peter K. Steiner** Director June 15, 1995
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Peter K. Steiner
/s/ Gordon A. Walker** Director June 15, 1995
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Gordon A. Walker
/s/ John O. Whitney** Director June 15, 1995
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John O. Whitney
/s/ Frederick W. Zuckerman** Director June 15, 1995
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Frederick W. Zuckerman
**By: Attorney-in-Fact June 15, 1995
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Joseph V. Vumbacco
</TABLE>
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