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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 5
(FINAL AMENDMENT)
TENDER OFFER STATEMENT
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D*
(AMENDMENT NO. 5)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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THE TURNER CORPORATION
(NAME OF SUBJECT COMPANY)
RWE AG
HOCHTIEF AG
BETA ACQUISITION CORP.
(BIDDERS)
COMMON STOCK, PAR VALUE $1.00 PER SHARE (INCLUDING THE ASSOCIATED RIGHTS)
SERIES C 8 1/2% CONVERTIBLE PREFERENCE STOCK, PAR VALUE $1.00 PER SHARE
SERIES D 8 1/2% CONVERTIBLE PREFERENCE STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
COMMON STOCK: 900273103
SERIES C 8 1/2% CONVERTIBLE PREFERENCE STOCK: NONE
SERIES D 8 1/2% CONVERTIBLE PREFERENCE STOCK: NONE
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DR.-ING. BERNHARD BURKLIN
HOCHTIEF AG
OPERNPLATZ 2
45128 ESSEN
GERMANY
(011) 49-201-824-0
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDERS)
WITH COPIES TO:
SPENCER D. KLEIN, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
212-848-4000
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* This Statement also constitutes Amendment No. 5 to the Statement on Schedule
13D of the Bidders with respect to the Securities of The Turner Corporation
which may be deemed to be beneficially owned by the Bidders.
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<TABLE>
<S> <C> <C>
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1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Person Above RWE AG
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2. Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Sources of Funds AF
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Incorporation GERMANY
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
8,353,986 SHARES OF COMMON STOCK OF THE TURNER CORPORATION
(THE "COMPANY"), 9,000 SHARES OF SERIES C 8 1/2% CONVERTIBLE
PREFERENCE STOCK OF THE COMPANY AND 6,000 SHARES OF SERIES D
8 1/2% CONVERTIBLE PREFERENCE STOCK OF THE COMPANY.
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [ ]
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9. Percent of Class Represented by Amount in Row (7) 91% OF THE
OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY AND 100%
OF THE OUTSTANDING SHARES OF EACH OF THE SERIES C 8 1/2%
CONVERTIBLE PREFERENCE STOCK OF THE COMPANY AND THE SERIES D
8 1/2% CONVERTIBLE PREFERENCE STOCK OF THE COMPANY.
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10. Type of Reporting Person CO
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</TABLE>
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<TABLE>
<S> <C> <C>
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1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Person Above HOCHTIEF AG
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2. Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Sources of Funds WC/BK
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Incorporation GERMANY
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
8,353,986 SHARES OF COMMON STOCK OF THE TURNER CORPORATION
(THE "COMPANY"), 9,000 SHARES OF SERIES C 8 1/2% CONVERTIBLE
PREFERENCE STOCK OF THE COMPANY AND 6,000 SHARES OF SERIES D
8 1/2% CONVERTIBLE PREFERENCE STOCK OF THE COMPANY.
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [ ]
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9. Percent of Class Represented by Amount in Row (7) 91% OF THE
OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY AND 100%
OF THE OUTSTANDING SHARES OF EACH OF THE SERIES C 8 1/2%
CONVERTIBLE PREFERENCE STOCK OF THE COMPANY AND THE SERIES D
8 1/2% CONVERTIBLE PREFERENCE STOCK OF THE COMPANY.
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10. Type of Reporting Person CO
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</TABLE>
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<TABLE>
<S> <C> <C>
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1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Person Above BETA ACQUISITION CORP.
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2. Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Sources of Funds AF
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Incorporation DELAWARE
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
8,353,986 SHARES OF COMMON STOCK OF THE TURNER CORPORATION
(THE "COMPANY"), 9,000 SHARES OF SERIES C 8 1/2% CONVERTIBLE
PREFERENCE STOCK OF THE COMPANY AND 6,000 SHARES OF SERIES D
8 1/2% CONVERTIBLE PREFERENCE STOCK OF THE COMPANY.
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [ ]
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9. Percent of Class Represented by Amount in Row (7) 91% OF THE
OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY AND 100%
OF THE OUTSTANDING SHARES OF EACH OF THE SERIES C 8 1/2%
CONVERTIBLE PREFERENCE STOCK OF THE COMPANY AND THE SERIES D
8 1/2% CONVERTIBLE PREFERENCE STOCK OF THE COMPANY.
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10. Type of Reporting Person CO
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</TABLE>
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This Amendment No. 5 (Final Amendment) to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 5 to the Statement on Schedule 13D
(collectively, the "Schedule 14D-1/13D") filed with the Securities and Exchange
Commission on August 20, 1999, relates to an offer by Beta Acquisition Corp., a
Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of
HOCHTIEF AG, a corporation organized under the laws of Germany ("Parent"), to
purchase (i) all the issued and outstanding shares of common stock, par value
$1.00 per share ("Company Common Stock"), including the associated rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of September 21,
1998, between the Company (as defined below) and First Chicago Trust Company of
New York, as rights agent (the "Rights Agreement"), of The Turner Corporation, a
Delaware corporation (the "Company"), and (ii) all the issued and outstanding
shares of (A) Series C 8 1/2% Convertible Preference Stock, par value $1.00 per
share, of the Company ("Series C Preferred Stock") and (B) Series D 8 1/2%
Convertible Preference Stock, par value $1.00 per share, of the Company ("Series
D Preferred Stock" and, together with the Series C Preferred Stock being
hereinafter collectively referred to as the "Company Preferred Stock"), at a
price of $28.625 per share of Company Common Stock (such amount being the "Per
Share Amount"), $4,770.8333 per share of Series C Preferred Stock and $4,293.75
per share of Series D Preferred Stock, in each case, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated August 20, 1999, and in the related Letters of Transmittal (each, a
"Letter of Transmittal"; which together with the Offer to Purchase and any
amendments or supplements hereto or thereto collectively constitute the
"Offer"), copies of which were attached as exhibits to the Schedule 14D-1/13D.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented as follows:
The Offer expired as scheduled at 12:00 midnight, New York City time, on
Friday, September 17, 1999. Based on a preliminary count, 8,353,986 shares of
Company Common Stock, 9,000 shares of Series C Preferred Stock and 6,000 shares
of Series D Preferred Stock were tendered which represent approximately 91% of
the issued and outstanding shares of Company Common Stock and 100% of the
outstanding shares of Company Preferred Stock. On Saturday, September 18, 1999,
effective as of 12:01 a.m., all Shares validly tendered and not withdrawn prior
to the expiration of the Offer were accepted for payment. Parent intends to
effect the Merger of Purchaser with and into the Company as soon as practicable.
Parent and Purchaser own a sufficient number of Shares to enable Purchaser to
effect the Merger without a vote or meeting of the Company's stockholders.
Pursuant to the Merger, shares of Company Common Stock that were not tendered
into the Offer (other than shares of Company Common Stock held by the Company,
Purchaser, Parent or any subsidiary of Parent or of the Company) will be
converted into the right to receive $28.625 per share of Company Common Stock in
cash, subject to dissenters' rights. Following the Merger, the Company will
become a wholly owned subsidiary of Parent. A press release issued by Parent on
September 20, 1999 announcing the expiration of the Offer and the acceptance of
validly tendered Shares is attached hereto as Exhibit (a)(18) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the following
exhibit thereto:
Exhibit (a)(18) Press Release issued by Parent dated September 20, 1999.
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SIGNATURE
After due 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.
September 20, 1999
RWE AG
BY: /s/ GEORG LAMBERTZ
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NAME: Georg Lambertz
TITLE: Senior Vice President-Finance
RWE AG
BY: /s/ HARALD WILDE
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NAME: Dr. Harald Wilde
TITLE: Senior Vice President-Legal
Department
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SIGNATURE
After due 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.
September 20, 1999
HOCHTIEF AG
BY: /s/ HANS-WOLFGANG KOCH
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NAME: Hans-Wolfgang Koch
TITLE: Member of the Executive Board
HOCHTIEF AG
BY: /s/ BUSSO PEUS
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NAME: Dr. Busso Peus
TITLE: Member of the Executive Board
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SIGNATURE
After due 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.
September 20, 1999
BETA ACQUISITION CORP.
BY: /s/ BERNHARD BURKLIN
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NAME: Dr.-Ing. Bernhard Burklin
TITLE: Vice President, Treasurer and
Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
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<C> <S>
(a)(18) Press Release issued by Parent, dated September 20, 1999.
</TABLE>
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EXHIBIT (a)(18)
HOCHTIEF COMPLETES TENDER OFFER
FOR THE TURNER CORPORATION
ESSEN, GERMANY, September 20, 1999 -- HOCHTIEF AG today announced that it
completed the cash tender offer, made through its indirect wholly owned
subsidiary, Beta Acquisition Corp., for all the outstanding shares of Common
Stock, including the associated rights, of The Turner Corporation (NYSE: TUR)
and all the outstanding shares of Turner's Series C 8 1/2% Convertible
Preference Stock and Series D 8 1/2% Convertible Preference Stock, at a price of
$28.625 per share of Turner Common Stock, $4,770.8333 per share of Series C
Preference Stock and $4,293.75 per share of Series D Preference Stock.
As scheduled, the tender offer expired at midnight, New York City time, on
Friday, September 17, 1999. Based on a preliminary count, 8,353,986 shares of
Turner Common Stock, 9,000 shares of Turner's Series C Preference Stock and
6,000 shares of Turner's Series D Preference Stock were tendered. The shares
tendered include 56,068 shares of Turner Common Stock tendered under Notices of
Guaranteed Delivery. All shares validly tendered and not withdrawn were accepted
for payment, representing approximately 91% of the outstanding shares of Turner
Common Stock and 100% of the outstanding shares of each of Turner's Series C
Preference Stock and Series D Preference Stock.
Pursuant to the Merger Agreement with Turner, all outstanding shares of
Turner Common Stock not purchased in the tender offer will be acquired in a
second-step merger at a price of $28.625 per share, without interest. HOCHTIEF
expects to consummate the second-step merger as soon as practicable.
The acquisition is an important strategic move for HOCHTIEF. With its work
completed valued at $6.7 billion last year, HOCHTIEF is Germany's largest
construction firm. Roughly 48 percent of HOCHTIEF's business is done outside
Germany. HOCHTIEF is increasingly involved not just in planning and building,
but also in financing and operating complex infrastructure and other projects.
As natural complements to its core business segment of building, HOCHTIEF is
continuously expanding its range of services: Airport Management, Project
Development, Software, Environmental Technology and Facility Management now
feature more and more strongly in the framework of its business.
Headquartered in New York City, The Turner Corporation, through Turner
Construction Company and other construction subsidiaries, is one of the
nations's leading general contractors, providing a complete range of
construction and program management services to the building market. Special
emphasis is placed on the commercial, retail, education, pharmaceutical,
healthcare, sports and justice sectors.
With more than sixty percent of Turner Corporation's business coming from
repeat clients, Turner is recognized as an industry leader in providing quality
service in diverse markets. The Company has a strong knowledge of the local
markets in which it operates, providing excellent service to key areas that
offer the greatest potential and highest return.
Operating through 41 offices, Turner has construction projects underway
throughout the United States and abroad. During 1998, The Turner Corporation
completed in excess of $4.1 billion in construction.
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