SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The Turner Corporation
(Name of Issuer)
Common Stock, Par Value $1.00
(Title of Class of Securities)
900273103
(CUSIP Number)
Lewis M. Eisenberg
Walter F. Harrison, III
Granite Capital International Group L.P.
126 E. 56th Street
New York, New York 10022
(212) 407-34000
(Name, address and telephone number of person
authorized to receive notices and communications)
October 4, 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 [ ].
(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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes 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>
SCHEDULE 13D
CUSIP No. 900273103 Page 2 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Granite Capital L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 340,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
340,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
340,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.5%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 900273103 Page 3 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lewis M. Eisenberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 385,800
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
385,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
385,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 900273103 Page 4 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter F. Harrison, III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 385,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
385,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
385,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 900273103 Page 5 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Granite Capital International Group L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 45,800
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
45,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
45,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.9%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 900273103 Page 6 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Granite Advisory Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 45,800
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
45,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
45,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.9%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
13D Page 7 of 14 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $1.00 par value per share (the
"Common Stock"), issued by The Turner Corporation, a Delaware corporation (the
"Company"), whose principal executive offices are located at 375 Hudson Street,
New York, New York 10014.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) Granite Capital L.P., a Delaware
limited partnership ("Granite Capital"), with respect to shares of Common Stock
beneficially owned by it; (ii) Granite Capital International Group L.P., a
Delaware limited partnership ("Granite International"), with respect to shares
of Common Stock beneficially owned by Granite Capital Overseas Hedged Equity
Fund Limited, an offshore investment corporation ("Granite Overseas"); (iii)
Lewis M. Eisenberg and Walter F. Harrison, III with respect to shares of
Common Stock beneficially owned by Granite Capital and Granite Overseas; and
(iv) Granite Advisory Corp., a Delaware corporation ("Granite Advisory"),
with respect to shares of Common stock beneficially owned by Granite
Overseas. The foregoing persons are hereinafter sometimes referred to
collectively as the "Reporting Persons". Any disclosures herein with respect
to persons other than the Reporting Persons are made on information and
belief after making inquiry to the appropriate party.
Messrs. Eisenberg and Harrison are general partners of Granite Capital
and Secretary and President, respectively, of Granite Advisory, the general
partner of Granite International. Messrs. Eisenberg and Harrison are also
co-chairmen of Granite International which provides discretionary investment
advisory services pursuant to a contract with Granite Overseas.
(b) The business address of each of the Reporting Persons is 126 East
56th Street, New York, New York 10022. The business address of Granite
Overseas is Granite Overseas Fund Management Limited c/o Bank of Bermuda
Building, 6 Front Street, Hamilton, HM11 Bermuda.
(c) The principal business of Granite Capital is to serve as a private
investment limited partnership investing primarily in equities. The principal
business of Granite International is that of rendering financial services and
providing discretionary investment advisory services pursuant to a contract
with Granite Overseas. The principal business of Granite Advisory is that of
acting as the general partner of Granite International. The principal
occupations of Messrs. Eisenberg and Harrison are to act as the principals in
the business of Granite International.
(d) None of the persons referred to in paragraph (a) above has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
<PAGE>
Page 8 of 14 Pages
(e) None of the persons referred to in paragraph (a) above has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is 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.
(f) Messrs. Eisenberg and Harrison are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net investment cost (including commissions, if any) of the shares of
Common Stock held by Granite Capital and Granite Overseas is $3,202,172 and
$416,048, respectively.
The shares of Common Stock purchased by Granite Capital were purchased with
the investment capital of the entity. The shares of Common Stock purchased on
behalf of Granite Overseas was purchased with the investment capital of the
entity.
The shares of Common Stock beneficially owned by Granite Capital and
Granite Overseas are held in margin accounts maintained at Goldman Sachs &
Co., which accounts may from time to time have debit balances. Since other
securities are held in such margin accounts, it is not possible to determine
the amounts, if any, of margin used with respect to the shares of Common
Stock purchased. Currently, the interest rate charged on such various margin
accounts is approximately 7.0% per annum.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Persons acquired the shares of Common Stock for investment
purposes, and the Reporting Persons intend to evaluate the performance of such
securities as an investment in the ordinary course of business. The Reporting
Persons pursue an investment objective that seeks capital appreciation. In
pursuing this investment objective, the Reporting Persons analyze the
operations, capital structure and markets of companies in which they invest,
including the Company, on a continuous basis through analysis of
documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies (often at the invitation
of management).
Each Reporting Person will continuously assess the Company's business,
financial condition, results of operations and prospects, general economic
conditions, the securities markets in general and those for the Company's
securities in particular, other developments and other investment
opportunities. Depending on such assessments, one or more of the Reporting
Persons may acquire additional shares of Common Stock or may determine to
sell or otherwise dispose of all or some of its holdings of shares of Common
Stock. Such actions will depend upon a variety of factors, including,
without limitation, current and anticipated future trading prices for such
Common Stock, the financial condition, results of operations and prospects of
the Company, alternate investment opportunities, and general economic,
financial market and industry conditions.
None of the Reporting Persons has any plans or proposals which relate to,
or could result in, any of the matters referred to in paragraphs (a) through
(j), inclusive, of Item 4 of Schedule 13D.
<PAGE>
Page 9 of 14 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by each person herein is based on 5,261,307 shares
outstanding, which is the total number of shares of Common Stock outstanding
as of March 24, 1997, as reflected in the Company's annual report on Form
10-K filed with the Securities and Exchange Commission (the "Commission") for
the fiscal year ended December 31, 1996 (which is the most recent filing
with the Commission).
As of the close of business on April 14, 1997:
(i) Granite Capital owns beneficially 340,000 shares of Common
Stock, constituting approximately 6.5% of the shares outstanding.
(ii) Granite International owns directly no shares of Common
Stock. By reason of the provisions of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (the "Act"), Granite International may be deemed to
own beneficially 45,800 shares (constituting approximately 0.9% of the shares
outstanding) held by Granite Overseas.
(iii) Messrs. Eisenberg and Harrison each directly owns no
shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act,
each may be deemed to beneficially own the 340,000 shares beneficially owned by
Granite Capital and the 45,800 shares beneficially owned by Granite Overseas.
Such shares total 385,800 shares of Common Stock, constituting approximately
7.3% of the shares outstanding.
(iv) Granite Advisory owns directly no shares of Common Stock. By
reasons of the provisions of Rule 13d-3 of the Act, Granite Advisory may be
deemed to own the 45,800 shares beneficially owned by Granite Overseas.
(v) In the aggregate, the Reporting Persons beneficially
own a total of 385,800 shares of Common Stock, constituting approximately
7.3% of the shares outstanding.
<PAGE>
Page 10 of 14 Pages
(b) Granite Capital has the power to dispose of and the power to vote
the shares of Common Stock beneficially owned by it, which power may be
exercised by each of its general partners, Messrs. Eisenberg and Harrison.
Granite Overseas is a party to an investment management agreement with Granite
International pursuant to which Granite International has investment authority
with respect to securities held in such account. Such authority includes the
power to dispose of and the power to vote securities held in such accounts.
Such power may be exercised by Granite International's general partner, Granite
Advisory. Lewis M. Eisenberg and Walter F. Harrison, III, as the general
partners of Granite Capital, the Secretary and President, respectively, of
Granite Advisory and the co-chairmen of Granite International, have shared
power to dispose of and shared power to vote the Common Stock held by other
Reporting Persons.
(c) The trading dates, number of shares of Common Stock
purchased or sold and price per share for all transactions in the Common Stock
from the 60th day prior to October 4, 1996 until April 14, 1997 by Granite
Capital and by Granite International, on behalf of Granite Overseas, are set
forth in Schedules A and B.
(d) No person other than each respective record owner of shares
of Common Stock referred to herein is known to have the right to receive or
the power to direct the receipt of dividends from or the proceeds of sale of
such shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 hereof or between such
persons and any other person with respect to any securities of the Company
including but not limited to transfer or voting of any other securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is being filed with this Schedule:
Exhibit 1 A written agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) of the Act.
<PAGE>
Page 11 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: April 15, 1997 /s/ WALTER F. HARRISON, III
WALTER F. HARRISON, III, individually
and as general partner of Granite
Capital L.P. and the president of
Granite Advisory Corp., on behalf of
Granite International Group L.P.
/s/ LEWIS M. EISENBERG
LEWIS M. EISENBERG, individually and
as general partner of Granite Capital L.P.
and the secretary of Granite Advisory Corp.,
on behalf of Granite Capital International
Group L.P.
<PAGE>
Page 12 of 14 Pages
Schedule A
Granite Capital L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) commissions, if any)
__________________________________________________________________________
09/12/96 4,500 11.023
09/13/96 1,200 11.100
09/16/96 1,800 11.100
09/17/96 4,200 11.100
09/20/96 3,200 11.100
09/23/96 1,800 11.100
09/24/96 200 11.100
09/25/96 1,700 11.100
09/26/96 1,400 11.100
10/01/96 8,700 11.100
10/02/96 400 11.100
10/04/96 3,500 11.100
10/07/96 1,700 11.100
10/08/96 16,900 11.100
10/09/96 2,700 11.100
10/10/96 1,000 11.100
10/11/96 2,200 11.100
10/17/96 8,700 10.600
10/18/96 13,300 10.600
11/05/96 4,400 9.435
11/11/96 11,000 9.080
11/12/96 8,800 9.043
11/13/96 3,700 8.890
11/14/96 3,100 8.669
11/15/96 2,200 8.455
11/21/96 7,700 8.346
11/22/96 2,700 8.310
11/25/96 2,200 8.310
11/27/96 1,000 8.310
12/02/96 2,500 8.560
12/04/96 2,200 8.560
12/05/96 2,800 8.560
12/11/96 4,500 8.935
01/28/97 5,000 14.100
<PAGE>
Page 13 of 14 Pages
Schedule B
Granite Capital International Group L.P.
on behalf of
Granite Capital Overseas Hedged Equity Fund Limited
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) commissions, if any)
__________________________________________________________________________
09/12/96 700 11.023
10/01/96 1,300 11.100
10/08/96 100 11.100
10/09/96 300 11.100
10/10/96 100 11.100
10/11/96 400 11.100
10/17/96 1,200 10.600
10/18/96 1,800 10.600
11/05/96 600 9.435
11/11/96 1,500 9.080
11/12/96 1,200 9.043
11/13/96 500 8.890
11/14/96 400 8.669
11/15/96 300 8.455
11/21/96 1,100 8.346
11/22/96 400 8.310
11/25/96 300 8.310
11/27/96 200 8.310
12/02/96 300 8.560
12/04/96 300 8.560
12/05/96 400 8.560
12/11/96 600 8.935
Page 14 of 14 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)1
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D, as amended, is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13D, as amended,
shall be filed on behalf of each of the undersigned without the necessity of
filing additional joint acquisition statements. The undersigned acknowledge
that each shall be responsible for the timely filing of such amendments, and
for the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent that he
or it knows or has reason to believe that such information is inaccurate.
DATED: April 15, 1997 ________________________________________
WALTER F. HARRISON, III, individually
and as general partner of Granite
Capital L.P. and the president of
Granite Advisory Corp., on behalf of
Granite International Group L.P.
________________________________________
LEWIS M. EISENBERG, individually and
as general partner of Granite Capital
L.P. and the secretary of Granite Advisory
Corp., on behalf of Granite Capital
International Group L.P.
