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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
The Turner Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
NU900273103
- --------------------------------------------------------------------------------
(CUSIP Number)
Richard R. Howe, Esq., Sullivan & Cromwell
125 Broad Street, New York, New York 10004
212 558-4000
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 1997
------------------------------------------------------------------------
(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 |_|.
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 of 33 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. NU900273103 PAGE 2 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karl Steiner Holding AG
None
- --------------------------------------------------------------------------------
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
Switzerland
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,620,500
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,620,500
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. NU900273103 PAGE 3 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PSW Holding AG
None
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
- --------------------------------------------------------------------------------
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
Switzerland
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,620,500
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,620,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. NU900273103 PAGE 4 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EBS Holding AG
None
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
- --------------------------------------------------------------------------------
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
Switzerland
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,620,500
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,620,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. NU900273103 PAGE 5 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Steiner
None
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
- --------------------------------------------------------------------------------
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
Switzerland
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,626,500
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,626,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,626,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. NU900273103 PAGE 6 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heinrich Baumann
None
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
- --------------------------------------------------------------------------------
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
Switzerland
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,626,500
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,626,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,626,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. NU900273103 PAGE 7 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Esther Baumann-Steiner
None
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
- --------------------------------------------------------------------------------
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
Switzerland
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,620,500
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,620,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
Karl Steiner Holding AG ("KSH") hereby amends and supplements its
statement on Schedule 13D with respect to the Common Stock of The Turner
Corporation, a Delaware corporation (the "Company"), to reflect the conversion
of $6,000,000 principal amount of 8 1/2% Convertible Debentures due July 21,
1997 (the "Debentures") into 6,000 shares of Series D 8 1/2% Convertible
Preference Stock of the Company (the "Series D Shares") on July 1, 1997 and to
restate the entire text of its Schedule 13D (excluding exhibits) as currently in
effect in accordance with Rule 13d-2(c).
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the
Common Stock, par value $1.00 per share (herein called the "Common Stock"), of
the Company, the principal executive offices of which are located at 375 Hudson
Street, New York, New York 10014.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed jointly by Karl Steiner Holding AG, a Swiss
corporation ("KSH"), PSW Holding AG, a Swiss corporation ("PSW"), EBS Holding
AG, a Swiss corporation ("EBS"), Peter Steiner, a citizen of Switzerland,
Heinrich Baumann, a citizen of Switzerland, and Esther Baumann-Steiner, a
citizen of Switzerland. PSW and EBS each own 50% of the stock of KSH. All
Page 8 of 33 Pages
<PAGE>
of the stock of PSW is owned by Peter Steiner, and all of the stock of EBS is
owned by Esther Baumann-Steiner, who is married to Heinrich Baumann.
Accordingly, any security beneficially owned by KSH may be regarded, for
purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"), as
being beneficially owned by each of PSW, EBS, Peter Steiner, Heinrich Baumann
and Esther Baumann-Steiner, since they each have or share the power to vote and
dispose of securities beneficially owned by KSH. KSH, PSW, EBS, Peter Steiner,
Heinrich Baumann and Esther Baumann-Steiner are hereinafter referred to
collectively as "Steiner."
KSH, PSW and EBS are holding companies. Peter Steiner, Heinrich Baumann
and Esther Baumann-Steiner are individuals. The address of the principal
business and the address of the principal office of each of KSH and EBS are
Hagenholzstrasse 60, 8050 Zurich, Switzerland. The address of the principal
business and the address of the principal office of PSW are Klusweg 34, 8032
Zurich, Switzerland. Peter Steiner, who resides at Klusweg 34, 8032 Zurich,
Switzerland, is Vice Chairman of KSH and Chairman of Karl Steiner AG and Karl
Steiner Generalunternehmung AG, both of Hagenholzstrasse 60, 8050 Zurich,
Switzerland, whose principal businesses are real estate investments and general
contracting, respectively. Heinrich Baumann and Esther Baumann- Steiner reside
at Chemin du Mont-Blanc, 1270 Trelex, Switzerland. Esther Baumann-Steiner is an
investor and the sister of Peter Steiner. Heinrich
Page 9 of 33 Pages
<PAGE>
Baumann is Chairman of KSH and Chairman of Karl Steiner Industrie AG, a
manufacturer of certain building materials. The only officers and directors of
PSW are Peter Steiner and Monique Steiner-Wirth, his wife, and the only officers
and directors of EBS are Heinrich Baumann and Esther Baumann-Steiner.
Schedule 1 hereto sets forth, with respect to each executive officer
and director of KSH, the following information: (a) name; (b) residence or
business address; and (c) present principal occupation or employment and the
name, principal business and address of any corporation or other organization in
which such employment is carried on. All of the officers and directors of KSH,
PSW and EBS are citizens of Switzerland. During the five years preceding the
filing of this Statement, neither KSH, PSW, EBS, Peter Steiner, Heinrich Baumann
or Esther Baumann-Steiner, nor, to the knowledge of any of them, any of the
executive officers or directors of KSH, PSW or EBS, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has 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, United States federal or
Page 10 of 33 Pages
<PAGE>
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the $15,000,001 used by Steiner to purchase 9,000 shares
of Series C 8 1/2% Convertible Preference Stock of the Company (the "Series C
Shares") and 6,000 shares of Series D 8 1/2% Convertible Preference Stock of the
Company (the "Series D Shares") on July 20, 1992 was working capital of KSH. In
1991, Steiner acquired 20,500 shares of Common Stock of the Company for
$187,000.
ITEM 4. PURPOSE OF TRANSACTION.
The 9,000 Series C Shares and 6,000 Series D Shares were acquired by
Steiner for investment. Except as set forth below, at the present time Steiner
has no plans or proposals which relate to or would result in (a) the acquisition
by any person of additional securities of the Company, or the disposition of
securities of the Company, (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries, (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries, (d) any change in the present board of
directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board, (e) any material change in the present capitalization or
Page 11 of 33 Pages
<PAGE>
dividend policy of the Company, (f) any other material change in the Company's
business or corporate structure, (g) changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person, (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated
above.
Pursuant to a Purchase Agreement, dated June 3, 1992, between KSH and
the Company (the "Purchase Agreement"), a copy of which was filed as Exhibit 1
to Steiner's original statement on Schedule 13D, Steiner purchased 9,000 Series
C Shares and 6,000 Series D Shares on July 20, 1992. On July 22, 1992, pursuant
to Paragraph 3.1 of the Purchase Agreement, the 6,000 Series D Shares were
exchanged for $6,000,000 principal amount of 8 1/2% Convertible Debentures due
July 21, 1997 of the Company (the "Debentures"), and on July 1, 1997 Steiner
converted the Debentures into 6,000 Series D Shares.
Pursuant to Paragraph 4 of an Agreement Regarding Security Holder's
Rights, Obligations and Options, dated as of July 20, 1992 (the "Options
Agreement"), between KSH and the Company, a copy of which was filed as Exhibit 3
to Steiner's
Page 12 of 33 Pages
<PAGE>
original statement on Schedule 13D, Steiner has the right of first refusal to
purchase any additional Common Stock to be issued or sold by the Company, or
securities convertible into or exchangeable for Common Stock or options or other
securities which entitle the holders thereof to purchase Common Stock, if such
securities when issued or sold will constitute or will be convertible into or
exchangeable for or will entitle the holders thereof to purchase more than 5% of
the Outstanding Common Stock (as defined), other than any such securities issued
(A) in accordance with a stock option plan or other employee benefit plan
approved by the stockholders of the Company, (B) in connection with the
acquisition of a business, whether through purchase or merger, (C) in an
underwritten public offering in which it is anticipated that there will be at
least 100 beneficial purchasers of the shares being offered none of whom will
acquire more than 5% of such shares, (D) as a dividend or distribution to all
holders of Common Stock or upon exercise of options, warrants or rights to be
issued to all holders of Common Stock, (E) upon conversion or exchange of
convertible or exchangeable securities which themselves were the subject of a
previous right of first refusal, (F) upon conversion of Series B ESOP
Convertible Preference Stock of the Company ("Series B Shares"), Series C
Shares, Series D Shares or Series E 8 1/2% Convertible Preference Stock of the
Company ("Series E Shares"), (G) in connection with a purchase in an arm's
length
Page 13 of 33 Pages
<PAGE>
transaction of properties from the Company or a subsidiary, (H) in arm's length
transactions which result in the award of contracts to the Company or a
subsidiary to act as a general contractor, as a construction manager or in a
similar capacity, or (I) upon exercise of options or other rights to purchase
Common Stock contained in securities which themselves were the subject of a
previous right of first refusal, or securities which would have been the subject
of a right of first refusal but for one of the exclusions in the foregoing
clauses (A) through (H). Under the Options Agreement, "Outstanding Common Stock"
at any point in time means all Common Stock which at that point in time is
actually outstanding, all Common Stock which at that point in time is subject to
issuance by the Company on conversion of outstanding convertible securities or
on exchange of outstanding exchangeable securities issued by the Company or any
of its subsidiaries without further payment or consideration to the Company
other than delivery of the convertible or exchangeable securities, and all
Common Stock which at that point in time is subject to issuance on conversion of
Series D Shares which is subject to issuance on conversion of the Debentures.
Pursuant to Paragraph 5 of the Options Agreement, Steiner has
the option, promptly after the Company issues or sells any shares of Common
Stock or other securities (other than Series B Shares, Series C Shares, Series D
Shares,
Page 14 of 33 Pages
<PAGE>
Series E Shares or Common Stock issued on conversion of any of such series)
which entitle the holders thereof to vote for the election of one or more
directors (other than solely in the event of failure to pay required dividends
for at least six calendar quarters), to purchase from the Company additional
Common Stock or other securities sufficient to enable Steiner to own the
same percentage of the Outstanding Common Stock that Steiner owned before the
Company issued or sold the Common Stock or other securities.
Pursuant to Paragraph 8 of the Options Agreement, Steiner has the
option under certain circumstances, in the event that Steiner offers to sell to
the Company all Common Stock, Series C Shares and Series E Shares owned by
Steiner, and/or all of such shares and all Series D Shares owned by Steiner, and
the Company fails to purchase or designate a purchaser to purchase the same, to
purchase from the Company a number of shares of Common Stock equal to the shares
of Common Stock, and the shares of Common Stock issuable on conversion of the
Series C Shares, Series D Shares and Series E Shares, offered to the Company by
Steiner.
The foregoing description of certain provisions of the Options
Agreement is qualified in its entirety by reference to the complete text
thereof.
At the present time Steiner has no knowledge of whether and when it may
be offered the opportunity to purchase additional securities from the Company in
accordance with the
Page 15 of 33 Pages
<PAGE>
provisions of the Options Agreement described above, but in the event that any
such opportunity arises Steiner intends to evaluate it carefully at that time.
Pursuant to the Certificate of Designations relating to the Series C
Shares, a copy of which was filed as Exhibit 4 to Steiner's original statement
on Schedule 13D and which constitutes an amendment to Company's Certificate of
Incorporation, as amended, the holders of the Series C Shares have the right, so
long as they hold in aggregate shares of Common Stock and Common Stock
Equivalents (as defined) totalling at least 15% of the Outstanding Common Stock,
voting as a separate class, to elect three persons to serve as directors of the
Company. For this purpose, "Common Stock Equivalents" means Series C Shares,
Series D Shares, Debentures convertible into Series D Shares and Series E
Shares, each of which is at any time considered to be a number of Common Stock
Equivalents equal to the number of shares of Common Stock into which it is
convertible at that time (or, as to Debentures, into which the Series D Shares
into which the Debentures are convertible are themselves convertible). In
accordance with this right, Steiner has elected Peter Steiner, Heinrich Baumann
and Gary Feiger as directors of the Company. If the shares of Common Stock and
Common Stock Equivalents held by the holders of the Series C Shares is less than
15% but at least 12.5% of the Outstanding Common Stock, the holders of the
Series C Shares have the right to elect two
Page 16 of 33 Pages
<PAGE>
directors, and if less than 12.5% but at least 10%, the holders of the Series C
Shares have the right to elect one director. If the holders of the Series C
Shares are not entitled to elect one director, they are entitled to vote in the
election of directors together with the Common Stock and any other class or
series entitled to vote with the Common Stock.
Steiner may at any time formulate different plans or proposals, elect
different persons as directors of the Company or take any other action with
respect to any of the foregoing matters or any other matters as it may determine
from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Steiner presently owns 9,000 Series C Shares, 6,000 Series D Shares and
20,500 shares of Common Stock. In addition, Peter Steiner and Heinrich Baumann
each owns options to purchase 6,000 shares of Common Stock of the Company, which
are not included in the shares beneficially owned by Steiner for purposes
hereof. Under the Certificate of Designations relating to the Series C Shares,
the Series C Shares are convertible at any time at the option of the holders
thereof into an aggregate of 1,000,000 shares of Common Stock, subject to
adjustment in certain events. In addition, pursuant to Section 2 of the Options
Agreement, Steiner may at any time exchange Series C Shares for an equal number
of Series E Shares
Page 17 of 33 Pages
<PAGE>
for the purpose of selling or otherwise transferring Series E Shares. Under the
Certificate of Designations relating to the Series D Shares, a copy of which was
filed as Exhibit 5 to Steiner's original statement on Schedule 13D and which
constitutes amendment to the Company's Certificate of Incorporation, as amended,
the Series D Shares are convertible at any time at the option of the holders
thereof into an aggregate of 600,000 shares of Common Stock, subject to
adjustment in certain events.
Steiner has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of the Series C Shares, Series D Shares and Common
Stock owned by KSH. As a result of the conversion rights of the holders of the
Series C Shares, the Series D Shares, Steiner may be deemed for purposes of
Section 13(d) of the Act to be the beneficial owner of the shares of Common
Stock into which such Shares may be converted, which is presently 1,600,000,
subject to adjustment. According to the Form 10-K of the Company for the fiscal
year ended December 31, 1997, as of March 24, 1997 there were outstanding a
total of 5,261,307 shares of Common Stock, 847,925 Series B Shares and employee
stock options to purchase 710,068 shares of Common Stock, of which options to
purchase 632,118 shares of Common Stock were exercisable at December 31, 1996.
Each Series B Share is convertible at the option of the holder thereof into one
share of Common Stock, subject to adjustment. Assuming conversion of the Series
C
Page 18 of 33 Pages
<PAGE>
Shares and the Series D Shares into Common Stock but not the conversion or
exercise of any Series B Shares or any employee stock options, Steiner would own
beneficially an aggregate of 1,620,500 out of 6,861,307 shares of Common Stock
that would then be outstanding, or approximately 23.6%. If the outstanding
Series B Shares were also converted into Common Stock, Steiner would own
beneficially an aggregate of 1,620,500 out of 7,709,232 shares of Common Stock
that would then be outstanding, or approximately 21.0%. If the stock options
exercisable of December 31, 1996 were also exercised in full, Steiner would own
an aggregate of 1,620,500 out of 8,341,350 shares of Common Stock that would
then be outstanding, or approximately 19.4%.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the Purchase Agreement, Steiner acquired the Series C
Shares, the Debentures and the Series D Shares for investment and not with the
view to the resale or distribution thereof.
Except as described herein, there are no contracts, arrangements,
understandings or (except as described in Item 2 above) relationships (legal or
otherwise) among the persons named in Item 2 or between such persons and any
other person with respect to any securities of the Company.
Page 19 of 33 Pages
<PAGE>
The Options Agreement contains restrictions on transfer of Series C
Shares, Series D Shares, Series E Shares and Common Stock that may be owned by
Steiner. Some of these restrictions are described above in Item 4. In addition
to those provisions, the following is a brief description of certain additional
restrictions contained in the Options Agreement. The following description is
qualified in its entirety by reference to the complete text of the Options
Agreement which was filed to Steiner's original statement on Schedule 13D.
Pursuant to Paragraph 1 of the Options Agreement, Steiner may not sell
or transfer any Series C Shares other than in exchange for Series E Shares.
Moreover, Steiner has agreed not to transfer or give any person a beneficial
interest in Series D Shares, Series E Shares or shares of Common Stock, in each
case totalling more than 5% of the Outstanding Common Stock (as defined; the
definition is described in Item 4 above), without complying with Paragraphs 3
and 7(d) of the Options Agreement.
Under Paragraph 3 of the Options Agreement, the Company has the right
of first refusal to purchase any Series D Shares, Series E Shares or Common
Stock ("Company Securities") owned by Steiner which constitute more than 5% of
the Outstanding Common Stock (as defined) before Steiner may transfer such
Company Securities to any person or grant to any person a beneficial interest
therein, excluding transfers to
Page 20 of 33 Pages
<PAGE>
certain affiliates of Steiner. Transfers by Steiner of Company Securities which
constitute 5% or less of the Outstanding Common Stock (as defined) are not
subject to this restriction.
Pursuant to Paragraph 6 of the Options Agreement, the Company has the
option to repurchase all Company Securities owned by Steiner in the event that
more than 50% of the voting power of the outstanding shares of KSH is
transferred to or becomes owned directly or indirectly by persons who are not
direct descendants or spouses of Peter Steiner and Esther Baumann- Steiner or
their direct descendants.
Pursuant to Paragraph 7(a) of the Options Agreement, until May 31, 2002
or such earlier time as Steiner purchases Common Stock from the Company pursuant
to Paragraph 8 or Paragraph 11(b) and (c) of the Options Agreement, Steiner may
not directly or indirectly (i) acquire or attempt to acquire, other than by
conversion of Series C Shares, Series D Shares or Series E Shares or by the
exercise of any option contained in the Options Agreement, any Common Stock or
securities entitling the holder to acquire Common Stock (such Common Stock and
securities being referred to as "Equity Securities") if, after such acquisition,
Steiner would own more than 22% of the Outstanding Common Stock (as defined),
(ii) participate in any solicitation of proxies or become a participant in any
election contest with respect to the Company (other than by
Page 21 of 33 Pages
<PAGE>
exercising voting rights as holder of Series C Shares, Series D Shares or Series
E Shares), or (iii) otherwise act in concert with any person with respect to any
Equity Securities or seek to control the management, board of directors or
policies of the Company.
Pursuant to Paragraph 7(b) of the Options Agreement, unless requested
in writing by the Company to do so, until May 31, 2002 Steiner may not, directly
or indirectly, solicit or otherwise seek to cause or otherwise make a public
announcement with respect to (i) any form of business combination or transaction
involving the Company or its subsidiaries, (ii) any form of restructuring,
recapitalization or similar transaction with respect to the Company, or (iii)
any request to amend, waive or terminate the provisions of Paragraph 7 of the
Options Agreement.
Notwithstanding Paragraph 7(a) and 7(b) of the Options Agreement,
pursuant to Paragraph 7(c) of the Options Agreement, if any third person makes a
tender offer for Equity Securities of any class and the board of directors of
the Company recommends to its stockholders that they accept such tender offer,
while such tender offer is pending Steiner may commence a tender offer for all
the shares of the same class of Equity Securities at a price which is equal to
or higher than the highest publicly announced price being offered by anyone at
that time.
Page 22 of 33 Pages
<PAGE>
Pursuant to Paragraph 7(d) of the Options Agreement, at any time when
the Current Market Price (as defined) of the Common Stock exceeds $7 per share,
Steiner may not transfer or grant a beneficial interest in any Securities
constituting more than 5% of the Outstanding Common Stock (as defined), unless
the person to whom the securities are transferred agrees in writing to be bound
by the Options Agreement to the same extent as Steiner and to enter into an
agreement with the Company containing the same terms as those contained in
Paragraphs 1, 3, 7, 9, 10 and 11 of the Options Agreement, with such changes as
are necessary under the circumstances.
Pursuant to Paragraph 7(e) of the Options Agreement, the Company has
the power to waive the restrictions in Paragraph 7(a), either in specific
instances or in their entirety, by vote of a majority of the directors of the
Company who were not elected by or serving at the request of Steiner.
Prior to the execution and delivery of the Purchase Agreement, the
Board of Directors of the Company approved any acquisition of shares of stock of
the Company by Steiner which Steiner makes after Steiner purchases Common Stock
from the Company pursuant to one of the options contained in the Options
Agreement, and the Board of Directors of the Company declared that no
acquisition of shares of stock of the Company which was approved by the Board
will cause Steiner to become an Acquiring Person, or cause there to be a
Distribution Date,
Page 23 of 33 Pages
<PAGE>
under the Rights Agreement dated as of September 9, 1988 between the Company and
Morgan Shareholder Services Trust Company (the "Rights Agreement"). Pursuant to
Paragraph 7(f) of the Options Agreement, the Company has agreed not to amend the
Rights Agreement in various respects, or enter into any similar agreement,
containing provisions by which the acquisition by Steiner of less than 30% of
the voting stock of the Company, or any other transaction by Steiner which would
not make Steiner an "Acquiring Person" under the Rights Agreement, would cause
Steiner to be an "Acquiring Person" and result in a distribution of rights
certificates to the stockholders of the Company.
Pursuant to Paragraph 9 of the Options Agreement, Steiner has agreed
that, at all times when the holders of the Series C Shares have the right to
elect at least one person to serve as a director of the Company, Steiner will
vote all Series D Shares owned by it in all elections of directors in the same
proportions for the election of each candidate for election as a director that
the shares of Common Stock not owned by Steiner are voted.
Under the Certificate of Designations relating to the Series C Shares,
with respect to all matters other than the election of directors, the Series C
Shares vote as a class together with the Common Stock and any other class or
series of stock entitled to such vote, and have the number of votes equal to the
number of shares of Common Stock into which they
Page 24 of 33 Pages
<PAGE>
may be converted. With respect to the election of directors, the Series C Shares
are presently entitled, voting separately as a Class, to elect three directors
under the provisions described in Item 4 above.
Under the Certificate of Designations relating to the Series D Shares,
with respect to the election of directors and all other matters upon which
stockholders are entitled to vote, the Series D Shares vote as a class, together
with the Common Stock and any other class or series of stock entitled to such
vote, and have the number of votes equal to the number of shares of Common Stock
into which they may be converted.
Under the Certificate of Designations relating to the Series E Shares,
a copy of which was filed as Exhibit 6 to Steiner's original statement on
Schedule 13D, the Series E Shares have essentially the same voting rights as the
Series D Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits were filed on July 27, 1992 with Steiner's
original statement on Schedule 13D. Such exhibits are not being refiled in
conformity with Rule 13d-2(c):
1. Purchase Agreement, dated June 3, 1992, between KSH and the Company
(excluding exhibits).
2. Form of Debenture, dated July 22, 1992, issued in exchange for the
Series D Shares.
<PAGE>
3. Agreement Regarding Security Holder's Rights, Obligations and
Options, dated July 20, 1992, between KSH and the Company.
4. Certificate of Designations of the Company relating to the Series C
Shares, dated July 16, 1992.
5. Certificate of Designations of the Company relating to the Series D
Shares, dated July 16, 1992.
6. Certificate of Designations of the Company relating to the Series E
Shares, dated July 16, 1992.
Page 25 of 33 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: July 1, 1997
KARL STEINER HOLDING AG
By /s/ Peter Steiner
Peter Steiner
Vice Chairman
Page 27 of 33 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: July 1, 1997
PSW HOLDING AG
By /s/ Peter Steiner
Peter Steiner
Chairman
Page 28 of 33 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: July 1, 1997
EBS HOLDING AG
By /s/ Esther Baumann-Steiner
Esther Baumann-Steiner
Chairman
Page 29 of 33 Pages
<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.
Dated: July 1, 1997
/s/ Peter Steiner
Peter Steiner
Page 30 of 33 Pages
<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.
Dated: July , 1997
/s/ Heinrich Baumann
Heinrich Baumann
Page 31 of 33 Pages
<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.
Dated: July 1, 1997
/s/ Esther Baumann-Steiner
Esther Baumann-Steiner
Page 32 of 33 Pages
<PAGE>
SCHEDULE 1
DIRECTORS AND OFFICERS OF KARL STEINER HOLDING AG
Name Business Address Principal Occupation
- ---- ---------------- --------------------
Directors:
- ---------
Heinrich Baumann Hagenholzstrasse 60 Chairman of KSH,
8050 Zurich Chairman of Karl
Switzerland Steiner Industrie AG
and General Manager of
the Karl Steiner Group
Peter Steiner Hagenholzstrasse 60 Vice Chairman of KSH,
8050 Zurich Chairman of Karl
Switzerland Steiner AG and of Karl
Steiner
Generalunternehmung AG
and General Manager of
the Karl Steiner Group
Dr. Peter Gross Schlossbergstrasse Chairman of the Board
34, 8702 Zollikon, of Danzas AG
Switzerland
Peter Kupfer Rotfluhstrasse 83 Management consultant
8702 Zollikon
Switzerland
Officers:
- ---------
Heinrich Baumann Hagenholzstrasse 60 Chairman of KSH,
Chairman 8050 Zurich Chairman of Karl
Switzerland Steiner Industrie AG
and General Manager of
the Karl Steiner Group
Peter Steiner Hagenholzstrasse 60 Vice Chairman of KSH,
Vice Chairman 8050 Zurich Chairman of Karl
Switzerland Steiner AG and of Karl
Steiner
Generalunternehmung AG
and General Manager of
the Karl Steiner Group
Ferdinand Zoller Hagenholzstrasse 60 Senior Vice President
Executive Vice 8050 Zurich Human Resources of the
President Switzerland Karl Steiner Group
Karl Oberholzer Hagenholzstrasse 60 Vice President Legal
Senior Vice President 8050 Zurich Affairs of the Karl
Switzerland Steiner Group
Mario Rossi Hagenholzstrasse 60 Vice President Finance
Senior Vice President 8050 Zurich of the Karl Steiner
Switzerland Group
Page 33 of 33 Pages
