UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
THE TURNER CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
900273103
(CUSIP Number)
G.J. Records, Jr., Midland Financial Co., 501 West I-44 Road,
Oklahoma City, OK 73118 (405) 840-7640
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 17, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[x]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Records Co., A Limited Partnership
IRS #73-1470906
2. Check the Appropriate Box if a Member of a Group: (a) [ ]
(b) [ ]
3. SEC Use Only:
4. Source of Funds:
WC and AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization:
Oklahoma
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. Sole Voting Power:
8. Shared Voting Power:
375,900
9. Sole Dispositive Power:
375,900
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially owned by Each Reporting
Person:
375,900
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
13. Percent of Class Represented by Amount in Row (11):
7.17%
14. Type of Reporting Person:
PN
- -------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
G. J. Records, Jr.
SS No. 443 46 9774
2. Check the Appropriate Box if a Member of a Group: (a) [ ]
(b) [ ]
3. SEC Use Only:
4. Source of Funds:
00
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization:
Oklahoma
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. Sole Voting Power:
8. Shared Voting Power:
375,900
9. Sole Dispositive Power:
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially owned by Each Reporting
Person:
375,900
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
13. Percent of Class Represented by Amount in Row (11):
7.17%
14. Type of Reporting Person:
IN
- --------------------------------------
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock ("Common
Stock") of The Turner Corporation, whose principal executive
offices are at 375 Hudson Street, New York, New York 10014.
Item 2. Identity and Background.
This statement is being filed jointly by The Records Co., A
Limited Partnership (the "Partnership"), an Oklahoma limited
partnership, and G.J. Records, Jr. (the "Proxy Holder"). George
J. Records and his wife Nancy J. Records are the general partners
of the Partnership (the "General Partners"), and George J.
Records is the managing general partner (the "Managing General
Partner") of the Partnership. The business address of the
Partnership, the General Partners and the Proxy Holder is c/o
Midland Financial Co., 501 West I-44 Road, Oklahoma City,
Oklahoma 73118. The principal occupation of George J. Records is
Chairman of the Board of Midland Financial Co., and Mrs. Records
manages personal investments. The Proxy Holder is President and
Chief Executive Officer of MidFirst Bank and President of Midland
Financial Co.
Neither the Partnership, either of the General Partners nor
the Proxy Holder has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Neither the Partnership, either of the General
Partners nor the Proxy Holder has, during the last five years,
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in
any of them being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws. Each of the
General Partners and the Proxy Holder is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price for the shares described below
in Item 5(c) was $509,050, excluding commissions and other fees.
The Partnership's own cash funds were used to effect the purchase
of 5,600 shares having an aggregate purchase price of $50,762.50.
The balance of funds used to purchase the remaining 49,800 shares
having an aggregate purchase price of $509,050, were borrowed
from Midland Financial Co., an affiliate of the Partnership and
the Proxy Holder pursuant to the loan agreement previously filed
as an Exhibit to the Schedule 13D.
Item 4. Purpose of Transaction.
The shares described below in Item 5(c) were acquired by the
Partnership for investment purposes. The Partnership has no
plans or proposals which relate to or would result in any of the
actions enumerated in clauses (a) through (j) of this item.
Item 5. Interest in Securities of the Issuer.
(a)(b) The aggregate amount of Common Stock
beneficially owned by the Partnership and the Proxy Holder is
375,900 shares (the "Shares"), which represent approximately
7.17% of the 5,240,812 shares believed to be outstanding. The
Proxy Holder has the sole power to vote the Shares pursuant to
the Appointment of Proxy (the "Proxy") previously filed as
Exhibit 5. The Managing General Partner, having the power to
revoke the Proxy upon 24-hours notice, also has the power to vote
or direct the vote of the Shares and has the power to dispose or
to direct the disposition of the Shares.
(c) The following transactions in the Common Stock,
all of which were open market purchases through a broker, were
effected by or on behalf of the Partnership since its most recent
filing on Schedule 13D:
Date No. of Shares Price per Share
- ---- ------------- ---------------
2/2/96 2,400 $ 9.000
2/5/96 200 9.000
2/12/96 2,900 9.125
2/13/96 100 9.000
3/11/96 6,500 8.875
3/12/96 200 8.875
3/12/96 4,500 8.750
3/12/96 7,000 9.000
3/13/96 1,000 9.000
3/18/96 7,600 8.875
3/19/96 10,000 9.000
4/29/96 3,200 10.000
5/17/96 9,800 10.000
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
In addition to the pledge of the Shares described in
the original Schedule 13D of the Partnership, the Partnership has
appointed the Proxy Holder to vote the Shares pursuant to the
Proxy previously filed as Exhibit 5.
Item 7. Material to be Filed as Exhibits.
In addition to the exhibits previously filed, the
following are filed as exhibits:
Exhibit No.
- -----------
None
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
May 22, 1996 THE RECORDS CO., A LIMITED
PARTNERSHIP
By GEORGE J. RECORDS
George J. Records
Managing General Partner
G.J. RECORDS, JR.
G.J. Records, Jr.
