Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE TURNER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3209884
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
375 Hudson Street 10014
New York, New York (Zip Code)
(Address of principal executive offices)
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Sara J. Gozo, Esq.
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
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING PRICE REGISTRATION FEE
SHARE(1)
<S> <C> <C> <C> <C>
Common Stock, 500,000 shares $25.1875 $12,593,750 $3,187
par value $1.00 per
share (2)
<FN>
(1) Estimated pursuant to Rule 457(c), solely for the purpose of calculating the registration fee, on
the basis of the average of the high and low prices of the Common Stock on the American Stock
Exchange on December 23, 1997.
(2) Includes stock purchase rights. Unless and until certain events occur, these rights will not be
exercisable or evidenced separately from the Common Stock.
</FN>
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NI10538.1
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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 information required by Part I of Form S-8
is included in a document titled "Information About Your Stock
Options" dated October 1997, distributed to participants in the
1997 Non-Qualified Stock Option Plan (the "Plan") of The Turner
Corporation (the "Company"). The document titled "Information
About Your Stock Options," together with Item 3 of Part II of
this Registration Statement, constitute a Section 10(a)
Prospectus.
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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 Plan by affiliates of the
Company, as defined in Rule 405 under the Securities Act of 1933,
as amended.
<PAGE>
PROSPECTUS
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 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 December 30, 1997
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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, 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. The Commission maintains a web site
that contains reports, proxy statements and other information
regarding registrants that file electronically with the
Commission. The address of that web site is http://www.sec.gov.
The Company's common stock is listed on the American Stock
Exchange. Reports, proxy statements and other information filed
by the Company can be inspected at the offices of the American
Stock Exchange, 86 Trinity Place, New York, New York 10006-1881.
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, 1996, (b) all documents filed by the
Company pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since December 31, 1996, and (c) the
description of the Company's Common Stock included in its
registration statement under Section 12 of the Securities
Exchange Act of 1934 relating to the Common Stock, including any
amendment or report filed for the purpose of updating that
description. All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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. 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: Sara J. Gozo, Esq., telephone
number (212) 229-6000.
SELLING SECURITY HOLDERS
This Prospectus relates to possible sales by
officers and directors of the Company of shares of Common Stock
purchased by them through the exercise of options granted to them
under the 1997 Non-Qualified Stock Option Plan (the "Plan") of
the Company. 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.
2
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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, 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 by-laws require indemnification of
officers and directors to the fullest extent permitted by
Delaware law. This includes instances in which they acted in
good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the Company and, with
respect to criminal proceedings, without reasonable belief that
their action was unlawful.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 might 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.
3
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by
reference in this Registration Statement:
(a) The Annual Report of the Company on Form 10-K
for the year ended December 31, 1996.
(b) All documents filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
since December 31, 1996.
(c) The description of the Company's Common Stock
included in its registration statement under Section 12 of the
Securities Exchange Act of 1934 relating to the Common Stock,
including any amendment or report filed for the purpose of
updating that description.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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.
II-1
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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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following documents are filed with or
incorporated by reference in this Registration Statement:
5 Opinion Regarding Legality
23 Consents of Experts and Counsel
(i) Rogers & Wells (counsel)
(ii) Arthur Andersen LLP (independent public accountants)
25 Powers of Attorney-included on signature pages
Item 9. UNDERTAKINGS.
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 of 1933,
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 BONA 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 of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 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
BONA FIDE offering thereof.
II-2
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Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, (the "1933 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 1933 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 1933 Act and
will be governed by the final adjudication of such issue.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, 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
30 day of December 1997.
THE TURNER CORPORATION
By: E.T. GRAVETTE, JR.
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E.T. Gravette, Jr.
Chairman of the Board,
Chief Executive Officer
and Director
POWER OF ATTORNEY
Each person whose signature appears below appoints
each of E.T. Gravette, Jr., and Sara J. Gozo his agent and
attorney in fact, with full power of substitution, to execute for
him and in his name, in any and all capacities, all amendments,
including post-effective amendments, to the Registration
Statement to which this power of attorney is attached.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
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NAME TITLE DATE
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E.T. GRAVETTE, JR. Chairman of the Board, Chief December 30, 1997
- ------------------------- Executive Officer and Director
E.T. Gravette, Jr.
D.G. SLEEMAN Senior Vice President; Chief December 30, 1997
- ------------------------- Financial Officer; Principal
D.G. Sleeman Accounting Officer
H. BAUMANN-STEINER Director December 30, 1997
- -------------------------
H. Baumann-Steiner
W.G. EHLERS Director December 30, 1997
- -------------------------
W.G. Ehlers
A.G. FIEGER Director December 30, 1997
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A.G. Fieger
L. LOMO Director December 30, 1997
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L. Lomo
C.H. MOORE, JR. Director December 30, 1997
- -------------------------
C.H. Moore, Jr.
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S-1
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NAME TITLE DATE
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H.J. PARMELEE President and Director December 30, 1997
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H.J. Parmelee
P.K. STEINER Director December 30, 1997
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P.K. Steiner
G.A. WALKER Director December 30, 1997
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G.A. Walker
J.O. WHITNEY Director December 30, 1997
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J.O. Whitney
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S-2
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
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5 Opinion regarding legality
23(i) Consent of Rogers & Wells - included
in Exhibit 5
23(ii) Consent of Arthur Andersen LLP
25 Powers of Attorney - included on
signature page
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[Rogers & Wells Letterhead]
December 30, 1997
The Turner Corporation
375 Hudson Street
New York, New York 10014
Dear Sirs:
We have acted as counsel to The Turner Corporation (the
"Company") in connection with the proposed issuance by the Company of up to
500,000 shares (the "Shares") of Common Stock, par value $1.00 per share, of
the Company upon exercise of options granted under the Company's 1997 Non-
Qualified Stock Option Plan (the "Plan"), which is the subject of a
registration statement on Form S-8 under the Securities Act of 1933, as
amended (the "Registration Statement"). In that capacity, we are familiar
with the proceedings, corporate and other, relating to the authorization of
the issuance of the Shares.
Based on the foregoing, and such other examination of law and
fact as we have deemed necessary, we are of the opinion that when sold upon
exercise of options granted under the Plan, the Shares will be legally
issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ROGERS & WELLS
S-4
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-8 of our
report dated February 26, 1997 included in The Turner Corporation's Form 10-
K for the year ended December 31, 1996 and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
December 30, 1997
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