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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 1998
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THE TURNER CORPORATION
(Exact name of registrant as specified in its charter)
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Commission File No. 1-8719
DELAWARE 13-3209884
(State of incorporation or organization) (I.R.S. Employer Identification No.)
375 HUDSON STREET 10014
NEW YORK, NEW YORK (Zip Code)
(Address of principal executive offices)
Registrant's Telephone Number, Including Area Code (212) 229-6000
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ITEM 5. OTHER EVENTS
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On August 14, 1998, the Board of Directors of The Turner Corporation
(the "Company") authorized the waiver of Section 7(a) of the Agreement
Regarding Security Holder's Rights, Obligations and Options dated July 20,
1992 (the "Agreement") between the Company and Karl Steiner Holding AG
("Steiner"). Section 7(a) had prohibited Steiner from, directly or
indirectly, (i) acquiring, other than as permitted by the Agreement, any
Common Stock of the Company or securities entitling the holder to acquire
the Company's Common Stock (collectively, "Equity Securities") in excess of
22% of the Company's Outstanding Common Stock (as defined in the
Agreement), (ii) participating in the solicitation of proxies or becoming a
participant in any election contest with respect to the Company, or (iii)
otherwise acting in concert with any person with respect to any Equity
Securities or seeking to control the management, Board of Directors or
policies of the Company. Under the terms of the Company's Series C 8 1/2 %
Convertible Preference Stock ("Series C Preferred Stock") and Series D 8
1/2 % Convertible Preference Stock ("Series D Preferred Stock") held by
Steiner, the waiver of Section 7(a) of the Agreement has the effect of
changing the current dividend formula on the Series C Preferred Stock and
the Series D Preferred Stock so that henceforth dividends will be payable
on the Series C Preferred Stock and the Series D Preferred Stock, when, as
and if declared by the Company's Board of Directors, in an amount equal to
the dividends payable with respect to the number of shares of Common Stock
into which the Series C Preferred Stock or Series D Preferred Stock, as the
case may be, could have been converted on the record date for the
applicable dividend. The Company currently does not pay dividends on its
Common Stock.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated: August 14, 1998
THE TURNER CORPORATION
(Registrant)
By: /s/ Sara J. Gozo
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Sara J. Gozo
Vice President, Secretary and
General Counsel
