SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
________________________________________________________________
The Turner Corporation
(Name of Registrant as Specified in Its Charter)
The Turner Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a6(i)(1)
and0-11.
(1) Title of each class of securities to which
transaction applies:
_________________________________________________________________
(2) Aggregate number of securities to which
transaction applies:
_________________________________________________________________
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-
11:/1(set forth the amount on which the filing fee is
calculated and state how it was determined):
_________________________________________________________________
(4) Proposed maximum aggregate value of
transaction:
_________________________________________________________________
(5) Total fee paid:
_________________________________________________________________
/ / Fee paid previously with preliminary materials
_________________________________________________________________
<PAGE>
/ / Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, orthe form or
schedule and the date of its filing.
(1) Amount previously paid:
_________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
(3) Filing party:
_________________________________________________________________
(4) Date filed:
_________________________________________________________________
<PAGE>
March 31, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Dear Sirs:
The Turner Corporation (the "Company") is filing
electronically the definition proxy statement, form of proxy and
form of instruction to ESOP trustee which the Company expects to
send to security holders beginning March 31, 1998.
The Company will file a registration on Form S-8 with
the Securities and Exchange Commission relative to the 1998 Stock
Incentive Plan of the Company after its adoption by the
Stockholders of the Company.
Very truly yours,
THE TURNER CORPORATION
/s/ S. J. Gozo
Secretary
<PAGE>
March 31, 1998
To Participants in the Employee Stock Ownership Plan:
As a participant in The Turner Corporation Employee Stock
Ownership Plan, you have the right to direct the Trustee of the
Plan, State Street Bank and Trust Company, as to the manner in
which to vote your shares at the Company's Annual Stockholders
Meeting on May 8, 1998. The instructions given by you will be
held by the Trustee in strict confidence.
The enclosed Voting Instruction Card can be used to provide your
instructions to the Trustee. This Card only covers the shares
held in the Employee Stock Ownership Plan for which you are
entitled to give direction and is not linked to any other shares
of Company stock or related Proxy Cards concerning the Annual
Meeting which you may receive.
Your voting direction will apply to those shares allocated to
your account as well as to a proportionate number of the shares
in the plan not yet allocated to any participant. If you own
Turner Corporation Stock outside of the Employee Stock Ownership
Plan, you will receive proxy materials covering these shares in a
separate mailing.
Also enclosed is a Proxy Statement that explains the items which
will be voted on at the Company's Annual Stockholders Meeting.
Please return your completed and signed Voting Instruction Card
as quickly as possible, using the envelope provided. Your vote
is important and you are encouraged to take advantage of this
opportunity to direct the voting of your shares.
Sara J.Gozo
Secretary
<PAGE>
April 20, 1998
Dear Stockholder:
Our records indicate that we have not yet received your proxy for
the Annual Meeting to be held on May 8, 1998. A proxy card was
mailed to you on
March 31. 1998, together with a Notice of Annual Meeting, Proxy
Statement and Annual Report.
We believe it is important that your views be represented at the
meeting. We are, therefore, enclosing a duplicate proxy and urge
you to sign, date and return it today in the enclosed return
envelope.
If you have already forwarded your proxy card, we thank you for
your cooperation.
Yours very truly,
Sara J. Gozo
Secretary
<PAGE>
/x/
Please mark your
votes as in this
example.
5184
If not otherwise specified, this Direction will be voted for the
election of the nominees named below.
The Board of Directors recommends a vote FOR the below matters.
1. Election of Directors.
FOR Withheld
/ / / /
To withhold authority to vote for an individual nominee, list
that nominee's name on the line below:
(Nominees: Leif Lomo, Harold J. Parmelee, G.
Jeffrey Records, Jr. )
2. Adoption of the 1998 Stock Incentive Plan
FOR AGAINST WITHELD
/ / / / / /
3. In their discretion upon any other matter that may
properly come before the meeting.
Do you plan to attend the Annual Meeting?
YES NO
/ / / /
These Voting Instructions Are Solicited
by the Trustee of
the Employee Stock Ownership Plan
Please sign exactly as name appears at the left.
SIGNATURE(S) DATE
<PAGE>
Detach Voting Instructions Card Here
Annual Meeting
of
The Turner Corporation
Stockholders
Friday, May 8, 1998
11:00 a.m.
TheAmerican Stock Exchange
13th Floor Boardroom
86 Trinity Place
New York, NY 10006
AGENDA
Election of three directors
Adoption of the 1998 Stock Incentive Plan
Report on the progress of the Corporation
Discussion on matters of current interest
There will be no reception following the above stated
agenda.
It is important that your shares are represented at this meeting,
whether or not you attend the meeting in person. To make sure
your shares are represented, we urge you to complete and mail the
voting instructions card above.
<PAGE>
THE TURNER CORPORATION
Voting Instructions Solicited on Behalf of the Board of Directors
of the Company for the Annual Meeting of Stockholders,
May 8, 1998
To the Trustees - Employee Stock Ownership Plan of
The Turner Corporation
The undersigned hereby directs State Street Bank and Trust
Company, Trustee, to vote as stated herein all shares allocated
to the account of the undersigned at the Annual Meeting of
Stockholders to be held on May8, 1998 at 11:00 A.M. Eastern
Daylight Saving Time, and at any adjournments thereof, upon the
matters set forth in the notice of such meeting. The Trustee
shall vote as checked upon the following matters, more fully set
forth in the Proxy Statement, and otherwise in their discretion
1. Election of Directors, Nominees:
Leif Lomo, Harold J. Parmelee, G. Jeffrey Records, Jr.
2. Adoption of the 1998 Stock Incentive Plan
You are encouraged to specify your choices by marking the
appropriate boxes, SEE REVERSE SIDE, but you need not mark any
boxes if you wish to vote in accordance with the Board of
Directors+ recommendations. Your instructions cannot be accepted
unless you sign and return this card.
SEE REVERSE SIDE
/ /
Detach Voting Instructions Card Here
ANNUAL MEETING OF STOCKHOLDERS
MAY 8, 1998, 11: 00 A.M.
American Stock Exchange
13th Floor Boardroom
86 Trinity Place
New York, NY 10006
<PAGE>
/x/
Please mark your
votes as in this
example.
0108
If not otherwise specified, this proxy will be voted for the
election of the nominees named below.
The Board of Directors recommends a vote FOR the below matters.
1. Election of Directors.
FOR WITHHELD
/ / / /
To withhold authority to vote for an individual nominee, list
that nominee+s name on the line below:
(Nominees: Leif lomo, Harold j. Parmelee, G.
Jeffrey Records, Jr.)
2. Adoption of the 1998 Stock Incentive Plan
FOR AGAINST WITHHELD
/ / / / / /
3. In their discretion upon any other matter that may
properly come before the meeting.
Do you plan
to attend the Annual Meeting?
YES NO
/ / / /
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
Please sign exactly as name appears at the left. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as
such.
SIGNATURE(S) DATE
Detach Proxy Card Here
<PAGE>
Annual Meeting
of
The Turner Corporation
Stockholders
Friday, May 8, 1998
11:00 a.m.
The American Stock Exchange
13th Floor Boardroom
86 Trinity Place
New York, NY 10006
AGENDA
Election of three directors
Adoption of the 1998 Stock Incentive Plan
Report on the progress of the corporation
Discussion on matters of current interest
There will be no reception following the above stated
agenda
It is important that your shares are represented at this meeting,
whether or not you attend the meeting in person. To make sure
your shares are represented, we urge you to complete and mail the
proxy card above.
P
R
O
X
Y
PROXY
THE TURNER CORPORATION
Annual Meeting of Stockholders, May 8, 1998
The undersigned hereby appoints Ellis T. Gravette, Jr. and Sara
J. Gozo and each of them, with full power of substitution, as
attorneys and proxies for the undersigned to appear at the Annual
Meeting of Stockholders of The Turner Corporation to be held on
May 8, 1998 at 11:00 A.M. Eastern Daylight Saving Time, and at
any adjournments of that meeting, and at that meeting to act for
the undersigned and vote all shares of common stock of The Turner
Corporation held in the name of the undersigned, with all the
powers the undersigned would have if personally present as
follows:
You are encouraged to specify your choices by marking the
appropriate boxes, SEE REVERSE SIDE, but you need not mark any
boxes if you wish to vote in accordance with the Board of
Directors+ recommendations. The Proxies cannot vote your shares
unless you sign and return this card.
SEE REVERSE
SIDE
/ /
Detach Proxy Card Here
<PAGE>
Annual Meeting of Stockholders
May 8, 1998, 11:00 a.m.
American Stock Exchange
13th Floor Boardroom
86 Trinity Place
New York, NY 10006
THE TURNER CORPORATION
Notice of Annual Meeting of Stockholders
May 8, 1998
The Annual Meeting of Stockholders of The Turner
Corporation will be held on Friday, May 8, 1998, at 11:00 A.M.
Eastern Daylight Saving Time, in the 13th Floor Boardroom at the
American Stock Exchange, 86 Trinity Place, New York, New York,
for the following purposes:
1. To elect three directors;
2. To vote upon the adoption of The Turner
Corporation 1998 Stock Incentive Plan;
3. To transact such other
business as may properly come before the meeting
or any adjournment.
Stockholders of record at the close of business on
March 23, 1998 will be entitled to vote at the meeting. A list
of such stockholders will be open for examination by any
stockholder for any purpose germane to the meeting, during
ordinary business hours, for ten days prior to the meeting at the
offices of The Turner Corporation, 375 Hudson Street, New York,
New York 10014.
SARA J. GOZO
Secretary
March 31, 1998
Each stockholder's vote is important. In order to vote, date,
sign and return promptly the enclosed proxy in the accompanying
reply envelope. Stockholders who attend the Annual Meeting may
vote at the meeting even if they have sent in a proxy.
<PAGE>
THE TURNER CORPORATION
375 Hudson Street
New York, New York 10014
Proxy Statement
_____________
ANNUAL MEETING OF STOCKHOLDERS
May 8, 1998
__________
This Proxy Statement is being furnished beginning March
31, 1998 in connection with the solicitation of proxies for use
at the 1998 Annual Meeting of Stockholders of The Turner
Corporation (the "Company") to be held at the time and place and
for the purposes set forth in the attached notice.
ELECTION OF DIRECTORS
The Company's directors who are elected by the holders
of the Common Stock (voting together with the holders of the
Company's Series B ESOP Convertible Preference Stock ("Series B
ESOP Preferred Stock") and Series D 8.5% Convertible Preference
Stock ("Series D Preferred Stock") ) are divided into three
classes. They serve three year terms, with the directors in one
class being elected each year. The holder (or holders) of the
Company's Series C 8.5% Convertible Preference Stock ("Series C
Preferred Stock") have the right to elect three directors, who
are in addition to the directors elected by the holders of the
Common Stock, the Series B ESOP Preferred Stock and the Series D
Preferred Stock. As regards to voting on directors, Karl Steiner
Holding AG, the holder of the Series D Preferred Stock, is
required, pursuant to an agreement with the Company, to vote the
Series D Preferred Stock for directors in the same proportion as
the shares of Common Stock not owned by Karl Steiner Holding AG
or its affiliates are voted for directors.
At the 1998 Annual Meeting of Stockholders three
directors are to be elected. Election of a director requires a
plurality of the votes cast. Because no minimum vote is
required, shares which are present at the meeting but are not
voted (whether due to abstentions, broker non-votes or otherwise)
will not directly affect the outcome of the election.
The Board of Directors' nominees for the three
directorships, the directors who will continue in office and the
directors expected to be elected by the holders of the Company's
Series C Preferred Stock are as follows:
<PAGE>
Served as
Director Term
Principal Occupation Since Will
Name and Age and Other or During Expire
Directorships the Period
Nominees for
election as
directors to serve
until 2001:
Leif Lomo, 68 Former President, 1992 2001
Marley Pump Company,
1994-1995; Retired
Chairman and Chief
Executive Officer,
A.B. Chance Company
1987-1994; Director of
Young Broadcasting,
Inc. and Mercantile
Bank of Boone County
Harold J. Parmelee, President and Chief 1988 2001
60 Operating Officer, The
Turner Corporation
G. Jeffrey Records, Chairman and Chief 1997 2001
Jr., 38 (1) Executive Officer,
MidFirst Bank;
President and Chief
Executive Officer,
MidFirst Bank,
1995-February 1998;
President and Chief
Executive Officer,
Midland Mortgage, 1987-
1995; Director of
Midland Financial
Company; Midland
Mortgage Company and
Homeshield Insurance
Company
<PAGE>
Directors who will
continue in office:
Walter G. Ehlers, Retired President, 1985 2000
65 Chief Operating
Officer and Trustee,
Teachers Insurance and
Annuity Association
and College Retirement
Equities Fund,
1984-88; Director of
Neuberger &
Berman -- Advisors
Management Trust;
Trustee of China
Medical Board of New
York, Inc.
Robert E. Fee, 61 President and Chief 1997 2000
(2) Operating Officer,
Turner Construction
Company; Executive
Vice President,
1996-97; Senior Vice
President, 1994-96;
Vice President
1986-1994
Ellis T. Gravette, Chairman and Chief 1981 1999
Jr., 72 (3) Executive Officer, The
Turner Corporation;
President, Ardath
Associates, Inc., 1986-
1996; Retired Chairman
of the Board and Chief
Executive Officer, The
Bowery Savings Bank,
1981-86; Director of
MidFirst Bank, SSB
<PAGE>
