THIS 10-K/A IS BEING FILED DUE TO THE OMISSION OF TWO (2) EXHIBITS - TO THE
TURNER CORPORATION'S ORIGINAL 10-K FILING ON 3/30/98.
EXHIBIT 10(h) - FORM OF CHANGE OF CONTROL AGREEMENT
BETWEEN THE TURNER CORPORATION AND
MESSRS. PARMELEE, SMITH, SLEEMAN,
RESPECTIVELY, PRESIDENT, CHIEF ADMINISTRATIVE
OFFICER, CHIEF FINANCIAL OFFICER, AND
BETWEEN THE TURNER CORPORATION AND MESSRS.
FEE, ROBINSON, MANTEUFFEL, RESPECTIVELY,
PRESIDENT, AND EXECUTIVE VICE PRESIDENTS OF
TURNER CONSTRUCTION COMPANY DATED NOVEMBER
25, 1997.
EXHIBIT 10(i) FORM OF CHANGE OF CONTROL AGREEMENT
WITH 59 OFFICERS OF PARENT OR SUBSIDIARIES
DATED NOVEMBER 25, 1997.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1997
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______ to_______
Commission File No. 1-8719
THE TURNER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3209884
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
375 Hudson Street, New York, New York 10014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 229-6000
Securities registered pursuant to Section 12(b) of the Act:
Name of Exchange
Title of Class on which registered
Common Stock, $1 Par Value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ ]
As of March 23, 1998, the aggregate market value on that
date of the common stock held by non-affiliates (based upon the last
sale price for the common stock on the American Stock Exchange) was
$119,441,960.
As of March 23, 1998, 5,446,949 shares of the registrant's common stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of definitive proxy statement to be filed pursuant to
Section 14(a) of the Securities Exchange Act of 1934 - Part III, Items
10-13.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE TURNER CORPORATION
Registrant
Date: March 13, 1998 By: /s/ E. T. Gravette, Jr.
E. T. Gravette, Jr.
Chairman of the Board,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Name Capacity Date
/s/H. Baumann-Steiner Director March 13, 1998
(H. Baumann-Steiner)
/s/W. G. Ehlers Director March 13, 1998
(W. G. Ehlers)
/s/R. E. Fee Director March 13, 1998
(R. E. Fee)
/s/A. G. Fieger Director March 13, 1998
(A. G. Fieger)
/s/E. T. Gravette, Jr. Chairman of the Board, March 13, 1998
(E. T. Gravette, Jr.) Chief Executive Officer
and Director
/s/L. Lomo Director March 13, 1998
(L. Lomo)
/s/C. H. Moore, Jr. Director March 13, 1998
(C. H. Moore, Jr.)
/s/H. J. Parmelee President, Chief March 13, 1998
(H. J. Parmelee) Operating Officer and
President and Director
/s/D. G. Sleeman Senior Vice President March 13, 1998
(D. G. Sleeman) and Chief Financial Officer
/s/G. J. Records, Jr. Director March 13, 1998
(G. J. Records, Jr.)
/s/P. K. Steiner Director March 13, 1998
(P. K. Steiner)
/s/G. A. Walker Director March 13, 1998
(G. A. Walker)
/s/J. O. Whitney Director March 13, 1998
(J. O. Whitney)
