UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
January 31, 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
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:
320,500
9. Sole Dispositive Power:
320,500
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially owned by Each Reporting
Person:
320,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain
Shares: [ ]
13. Percent of Class Represented by Amount in Row (11):
6.15%
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:
320,500
9. Sole Dispositive Power:
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially owned by Each Reporting
Person:
320,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain
Shares: [ ]
13. Percent of Class Represented by Amount in Row (11):
6.15%
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 Partner-
ship. 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 Partnership's own cash funds were used to effect the
purchases described below in Item 5(c). The aggregate purchase
price was $484,500, excluding commissions and other fees.
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
320,500 shares (the "Shares"), which represent approximately
6.15% of the 5,213,551 shares believed to be outstanding. The
Proxy Holder has the sole power to vote the Shares pursuant to
the Appointment of Proxy (the "Proxy") filed herewith 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
- ---- ------------- ---------------
1/18/96 20,600 $ 9.00
1/22/96 2,400 9.00
1/23/96 10,000 9.25
1/31/96 20,000 9.25
(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 filed herewith 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.
- -----------
5 Appointment of Proxy dated January 31, 1996 naming G.J.
Records, Jr. proxy for The Records Co., A Limited
Partnership.
6 Agreement for Filing of Joint Acquisition Statement
dated February 2, 1996 between The Records Co., A
Limited Partnership and G.J. Records, Jr.
<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.
February 2, 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.
APPOINTMENT OF PROXY
The undersigned hereby appoints G.J. Records, Jr. of
Oklahoma City, Oklahoma ("Records"), with full power of
substitution, to vote any and all shares of capital stock of The
Turner Corporation, a Delaware corporation (the "Corporation"), now
or hereafter held by the undersigned with respect to any matter
affecting the Corporation as determined by Records pursuant to the
exercise of his sole discretion. Records is hereby authorized to
give a proxy to vote the capital stock of the Corporation to any
person or entity selected by Records with appropriate instructions
to vote such shares of capital stock.
The undersigned reserves the right to terminate this
Appointment of Proxy at any time for any reason upon twenty-four
(24) hours written notice to Records. If not sooner terminated by
the undersigned, this Appointment of Proxy shall terminate and end
on the first to occur of the death or legal incapacity of Records
or January 30, 2006.
IN WITNESS WHEREOF, this Appointment of Proxy has been
executed this 31st day of January, 1996.
THE RECORDS CO., A LIMITED
PARTNERSHIP
GEORGE J. RECORDS
George J. Records
Managing General Partner
AGREEMENT FOR FILING OF JOINT ACQUISITION STATEMENT
The undersigned, being persons required to file a state-
ment containing the information required by Schedule 13D with
respect to the same securities, hereby agree to file a joint state-
ment pursuant to Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934.
Each of the undersigned represents that it or he is
individually eligible to use Schedule 13D, and each understands that
it or he is responsible for the timely filing of the statement on
Schedule 13D and any amendments thereto, and for the completeness
and accuracy of the information concerning it or him, and is not
responsible for the completeness or accuracy of the information
concerning the others making a joint filing, unless it or he knows
or has reason to believe that such information is inaccurate.
EXECUTED this 2nd day of February, 1996.
THE RECORDS CO., a Limited Part-
nership
GEORGE J. RECORDS
George J. Records, Managing General
Partner
G. J. RECORDS, JR.
G.J. Records, Jr.
