<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D*
(AMENDMENT NO. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
------------------------
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)
------------------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* This Statement also constitutes Amendment No. 3 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.
<PAGE> 2
This Amendment No. 3 to the Tender Offer Statement on Schedule 14D-1 and
Amendment No. 3 to the Statement on Schedule 13D (collectively, the "Schedule
14D-1/13D"), filed with the Securities and Exchange Commission on August 20,
1999 (the "Schedule 14D-1"), 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 thereto collectively constitute the "Offer"), copies
of which were attached as exhibits to the Schedule 14D-1/13D.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b) and (c) are hereby amended and supplemented as follows:
On September 2, 1999, Parent was informed by the FTC that early
termination of the waiting period under the HSR Act relating to the
purchase of Shares pursuant to the Offer was granted on September 2, 1999,
to RWE AG, the ultimate parent of HOCHTIEF AG. Accordingly, the condition
of the Offer requiring the expiration or termination of such waiting period
has been satisfied.
2
<PAGE> 3
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 3, 1999
RWE AG
BY: /s/ HEINZ-JURGEN TELKAMP
------------------------------------
NAME: Heinz-Jurgen Telkamp
TITLE: Senior Vice President of
Central Division of Accounting
RWE AG
BY: /s/ HARALD WILDE
------------------------------------
NAME: Harald Wilde
TITLE: Senior Vice President-Legal
3
<PAGE> 4
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 3, 1999
HOCHTIEF AG
BY: /s/ HEINZ-GEORG VATER
------------------------------------
NAME: Heinz-Georg Vater
TITLE: Member of the Executive
HOCHTIEF AG
BY: /s/ HELMUT RUHL
------------------------------------
NAME: Helmut Ruhl
TITLE: Managing Executive
4
<PAGE> 5
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 3, 1999
BETA ACQUISITION CORP.
BY: /s/ BERNHARD BURKLIN
------------------------------------
NAME: Bernhard Burklin
TITLE: Vice President, Treasurer and
Secretary
5
