===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
SCHEDULE 14D - 9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
-------------
THE TURNER CORPORATION
(NAME OF SUBJECT COMPANY)
THE TURNER CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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)
900273103
(CUSIP NUMBER OF CLASS OF SECURITIES)
ELLIS T. GRAVETTE, JR.
THE TURNER CORPORATION
375 HUDSON STREET
NEW YORK, NEW YORK 10014
(212) 229-6450
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
KENNETH R. BLACKMAN, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
===========================================================================
<PAGE>
The Turner Corporation, a Delaware corporation (the "Company"),
hereby further amends and supplements its Solicitation/Recommendation
Statement on Schedule 14D-9, filed with the Securities and Exchange
Commission on August 20, 1999, as amended by Amendment No. 1 thereto filed
on August 23, 1999 (the "Schedule 14D-9"), which relates to the tender
offer by Beta Acquisition Corp., a Delaware corporation (the "Offeror"),
which is a wholly owned indirect subsidiary of HOCHTIEF AG, a German
corporation (the "Parent").
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Document
- ----------- --------
Exhibit 1 Agreement and Plan of Merger, dated as of August 16, 1999,
among The Turner Corporation, and HOCHTIEF AG. (1)
Exhibit 2 Pages 1-14 of the Proxy Statement, dated May 7, 1999, of
The Turner Corporation. (6)
Exhibit 3 Form of Stockholders Agreement, dated as of August 16, 1999,
among certain directors and executive officers of The Turner
Corporation, EBSPSW Holding AG, HOCHTIEF AG and Beta
Acquisition Corp. (2)
Exhibit 4 Confidentiality Agreement, dated April 1, 1999, between The
Turner Corporation and HOCHTIEF AG. (3)
Exhibit 5 Employment Agreement, dated as of June 9, 1999, between The
Turner Corporation and Thomas C. Leppert. (6)
Exhibit 6 Employment Agreement, dated as of June 9, 1999, as
supplemented, between The Turner Corporation and Thomas C.
Leppert. (6)
Exhibit 7 Restricted Stock Unit Agreement, dated as of June 9, 1999,
between The Turner Corporation and Thomas C. Leppert. (6)
Exhibit 8 Non-Qualified Stock Option Agreement for 50,000 Shares,
dated June 9, 1999, between The Turner Corporation and
Thomas C. Leppert. (6)
Exhibit 9 Non-Qualified Stock Option Agreement for 100,000 Shares,
dated June 9, 1999, between The Turner Corporation and
Thomas C. Leppert. (6)
Exhibit 10 Form of Change of Control Agreement, dated November 25, 1997,
between The Turner Corporation and certain senior
executives. (4)
Exhibit 11 Form of Change of Control Agreement, dated November 25, 1997,
between The Turner Corporation and other executives. (5)
Exhibit 12 Letter Agreement, dated August 13, 1999, between The Turner
Corporation and Karl Steiner Holding AG. (6)
Exhibit 13 Press release, dated August 16, 1999. (6)
Exhibit 14* Opinion, dated August 13, 1999, of PaineWebber Incorporated. (6)
Exhibit 15* Letter to Stockholders from E. T. Gravette, Jr., dated
August 20, 1999. (6)
Exhibit 16 Turner Electronic Newsletter, dated September 3, 1999.
Exhibit 17 Turner Electronic Newsletter, dated September 10, 1999.
Exhibit 18 Letter to Participants of The Turner Corporation Employee
Stock Option Plan from State Street Bank and Trust Company. (7)
Exhibit 19 Letter to Participants of The Turner Corporation Employee
Stock Option Plan from State Street Bank and Trust Company.
- ---------------------------------------------------------------------------
* Included in copies of Schedule 14D-9 mailed to stockholders.
(1) Incorporated herein by reference to Exhibit (c)(1) of the Tender Offer
Statement on Schedule 14D-1, dated August 20, 1999, as amended (the
"Schedule 14D-1"), of the Parent and the Offeror.
(2) Incorporated herein by reference to Exhibit (c)(2) of the Schedule
14D-1 of the Parent and the Offeror.
(3) Incorporated herein by reference to Exhibit (c)(3) of the Schedule
14D-1 of the Parent and the Offeror.
(4) Incorporated herein by reference from Exhibit 10(g) to the Company's
Form 10-K for the year ended December 31, 1998 (File No. 1-8719).
(5) Incorporated herein by reference from Exhibit 10(h) to the Company's
Form 10-K for the year ended December 31, 1998 (File No. 1-8719).
(6) As previously filed with Schedule 14D-9, dated August 20, 1999.
(7) Incorporated herein by reference to Exhibit (a)(13) of the Schedule
14D-1 of the Parent and the Offeror.
<PAGE>
SIGNATURE
After reasonable 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.
THE TURNER CORPORATION.
Dated: September 13, 1999 By /s/ Donald G. Sleeman
-----------------------------
Donald G. Sleeman
Senior Vice President,
Chief Financial Officer and
Chief Accounting Officer
EXHIBIT 16
[Turner E News]
Issue 1 - Friday, September 3, 1999
Welcome to the first in a series of weekly E-newsletters which will update
you on timely information about the progress of the tender offer from
HOCHTIEF, related post-merger agreement issues, and other subjects. This
newsletter has been created at the request of Thomas C. Leppert, Chairman
and Chief Executive Officer - Designate, and Robert E. Fee, President and
COO, The Turner Corporation.
As you know, HOCHTIEF, Germany's largest construction company, has offered
to purchase all shares of The Turner Corporation at $28.625 per share. The
offer will expire at midnight on Friday, September 17, 1999, New York City
time, unless the offer is extended. We anticipate that the transaction will
be completed by the end of September. This is dependent on 90 percent of
shares being tendered during the 20-day period of the tender offer and we
believe this will be the case.
The affiliation with HOCHTIEF will position Turner to strengthen its market
position and ability to serve clients. It's also very positive that Turner
will be able to maintain its name, autonomy and operating strategy and
approach.
There have been a number of questions from active and retired employees
about many aspects of this transaction, and we wanted to use this and other
vehicles to provide as much information as possible.
We expect and welcome questions during this period of transition. On that
note, we are presenting this newsletter in a Q&A format. Active employees
and retirees should direct future questions to the Editor via E-mail
([email protected]) or in written form to the Editor, Turner E-News, 375
Hudson Street, 6th floor, New York, NY, 10014. Unfortunately, the Editor
cannot provide answers to phone inquiries. Space and applicability
permitting, your questions will be addressed in future newsletters.
It is important to disseminate this information to employees who are not on
the E-mail system and to others who would find this information useful.
Each business unit general manager has the responsibility to communicate
this information to the appropriate audiences. We are handling mailings to
retirees of this newsletter and future ones from the corporate office.
We look forward to receiving your questions and sharing answers, for the
benefit of everyone at Turner. This is certainly a transition time for all
of us, and we hope that the information imparted in this newsletter will
make the transition a little bit easier.
<PAGE>
Page 2/ Turner E-News, Friday, September 3, 1999
Q1: "I HAVE RECEIVED A LOT OF MATERIALS RELATING TO THE TENDER OFFER. I
REALLY DON'T UNDERSTAND ALL OF THE INFORMATION. WHO AT TURNER CAN
EXPLAIN IT TO ME?"
A1: Yes, a number of packages have been mailed to employees and retirees
in recent days. We want you to know that Turner has not been handling
the content or timing of mailings about HOCHTIEF's tender offer and
other related issues. As is common in a transaction of this type,
these communications are written and handled completely by the
offeror. Innisfree, working directly for HOCHTIEF, will respond to
questions related to the tendering of shares. The contact at Innisfree
is Frank Lentini; his direct dial is 212-750-7946. The toll-free
number for Innisfree is 1-888-750-5834. Turner will clarify questions
on the ESOP and Employee Stock Purchase Plans (ESPP). (We discuss the
ESOP and ESPP later in this newsletter.)
Q2: "WHO AT TURNER CAN INFORM ME ABOUT TAX-RELATED IMPLICATIONS?"
A2: Turner employees are not qualified to advise other employees on the
tax implications of this offer. We urge employees with questions about
these issues to consult their tax professionals or financial advisors.
Q3: "CAN YOU REVIEW THE MAJOR STEPS I NEED TO TAKE IN ORDER TO TENDER
SHARES?"
A3: We will summarize the following major steps for tendering shares, but
this does not substitute for the shareholder's careful reading of the
official document and adhering to its strict instructions. The
following pertains only to stock owned outright and held by
certificate by the employee or retiree.
The letter of transmittal (blue form) needs to be filled out on the
front page by listing the share certificate number, number of shares,
and the number of shares to be tendered. If the employee holds more
than four certificates (the number of lines provided), he will have to
provide a longer list on a separate sheet to include them all. The
separate sheet should also be signed. Remember: All share certificate
numbers must be listed. Also, it is important that the employee does
NOT sign the certificates. They should be sent in unsigned. On the
center portion, the employee must sign the large boxed portion that
says, "Important: Stockholders: Sign Here." Under capacity, the word
"OWNER" should be filled in, along with the other information. Last,
on the back of the sheet, the substitute W-9 form needs to be signed
and dated and the social security number included. For additional
questions, call Innisfree (see numbers noted earlier).
<PAGE>
Page 3/ Turner E-News, Friday, September 3, 1999
Q4: "WHAT HAPPENS WITH MY STOCK OPTIONS?"
A4: Employees with stock options do not have to initiate any action for
the options to be cashed out. According to Item 4 on page 4 of the SEC
Schedule 14D-9 mailed to employees' homes, as a result of the merger,
"Options granted under all of the Company's incentive plans will fully
vest and be cashed out in connection with the Offer." An amount equal
to the difference between the price of the option and the tender offer
price of $28.625, times the number of outstanding optioned
shares--less withholding taxes--will be sent to employees in this
program by check on or about the date the merger is completed.
Q5: "I DON'T UNDERSTAND THE STATEMENT I RECEIVED ABOUT THE ESOP PLAN. IT
SEEMS LIKE THE NUMBER OF SHARES LISTED IS WRONG. ALSO, HOW AND WHEN
WILL THE MONIES BE DISTRIBUTED?"
A5: These are good questions. There has been some confusion about the ESOP
plan. In fact, the original notice stating the number of each
employee's ESOP shares was calculated on the basis of the preferred
rather than the common shares and did not include the 3 for 2 stock
split which occurred on August 14, 1998. In addition, the notice took
into account only shares allocated as of December 31, 1998. There will
be an additional allocation for the January through June 1999 period.
All preferred shares will be converted at a ratio of one and a half to
one common share for each ESOP preferred share. For example, if an
employee's statement showed 200 preferred shares, these 200 preferred
shares will be converted into 300 common shares.
ESOP participants will be receiving a letter (mailed August 31) from
State Street Bank (trustee of the ESOP), which clarifies these issues.
Due to the timing of the tender offer, State Street was unable to wait
for the final allocation and conversion before sending out the tender
offer material. This final allocation (January through June 1999) will
also be eligible for the tender offer. Employees should make their
selection on the "Direction Form" they have already received and
return it promptly to State Street in the reply envelope already
provided.
Turner is in the process of requesting approval from the IRS in
connection with the termination of the ESOP and the distribution of
participants' accounts from the plan. We are awaiting the ruling,
which we believe will come through by December 1999.
<PAGE>
Page 4/ Turner E-News, Friday, September 3, 1999
Our current intention is that active employees will have the
opportunity to roll over their account balances to the Turner 401K
plan or into an IRA or to take a distribution less taxes (if
applicable) and withdrawal penalties; and, for retirees and vested
terminated employees, a rollover to an IRA or a distribution, less
taxes (if applicable) and withdrawal penalties. These distributions
are subject to the IRS ruling.
Because of the termination of the ESOP plan, we will automatically
vest all participants who were participants in the plan as of June 30,
1999. If employment terminated before June 30, 1999 and the employee
had less than five years of service required for vesting, the employee
forfeited the shares in his account. Forfeitures will be reallocated
to other active participants in accordance with the provisions of the
plan.
For additional questions about the ESOP, contact Fidelity directly at
1-800-421-3844.
Q6: "WHAT DO I DO IF I OWN TURNER SHARES AND THEY ARE HELD THROUGH A
BROKER, SEPARATE FROM THE ESOP OR EMPLOYEE STOCK PURCHASE PLAN, AND I
WANT TO TENDER THESE SHARES?"
A6: These individuals should first refer to page 6 of the "Offer to
Purchase" brochure mailed to their homes, which explains this
procedure. If they still have questions, they should contact their
broker. If questions remain, they should contact Innisfree, the
information agent for the offer. The main contact is Frank Lentini;
his direct dial is 212-750-7946. The toll-free number for Innisfree is
1-888-750-5834.
Q7: "I DID NOT RECEIVE LETTER OF TRANSMITTAL FOR THE SHARES THAT I HOLD
OUTRIGHT. WHAT DO I DO?"
A7: These individuals should call Frank Lentini at Innisfree. His direct
dial is 212-750-7946 and the toll-free number for Innisfree is
1-888-750-5834.
Q8: "WHERE CAN I GET INFORMATION ABOUT THE EMPLOYEE STOCK PURCHASE PLAN?"
A8: A mailing to participants from First Chicago Trust Company of New York
was slated to go out on September 1. We will be able to answer
inquiries in full after we have the opportunity to examine the
package.
<PAGE>
Page 5/ Turner E-News, Friday, September 3, 1999
The Employee Stock Purchase Plan was suspended as of July 31, 1999.
Turner will refund to participants in the September 30 payroll the
amounts deducted from their pay during the August pay periods for the
ESPP.
Q9: "WHAT IF I DID NOT RECEIVE MY PACKAGE FOR THE ESOP OR ESPP DUE TO A
CHANGE IN ADDRESS IN THE LAST SIX MONTHS?"
A9: For the ESOP, fax your new address, along with your name and social
security number, to Anne Muir at State Street Bank, at this fax
number--617-985-6666.
For the ESPP, call First Chicago Trust Company of New York at
1-800-633-9394 or 201-324-0498. Please note, again, that the ESPP
package was mailed on September 1.
Q10: "WHAT HAPPENS TO TURNER BENEFIT AND COMPENSATION PROGRAMS SUCH AS
PENSIONS AND BONUSES, AS A RESULT OF THE MERGER?"
A10: It is important to communicate that there will be no impact on our
retirees receiving pensions today.
HOCHTIEF has committed to maintaining the medical, pension and bonus
programs in their current form until December 31, 2000. (See page 9 in
Schedule 14D-9.) With or without a merger, we expect there would be
changes to our programs. These programs have changed in the past (for
the better) and we want to continue to modify them to our needs. It is
our goal (and HOCHTIEF's) to have the strongest team in the industry.
Our programs need to reflect that goal and the changing needs of our
employees and the marketplace.
Q11: "HOW CAN I FIND OUT IF I OWN STOCK IN TURNER?"
A11: Call First Chicago Trust Company of New York's shareholder relations
department at 1-800-519-3111 to learn if you are a stockholder.
**************************************************************************
Hopefully, this first newsletter has answered some important questions. We
know there are other questions employees and retirees have and we look
forward to receiving future communications from you. Remember, you may
E-mail questions to [email protected], or send a written note to the Editor,
Turner E-News, 375 Hudson Street, 6th floor, New York, NY, 10014.
EXHIBIT 17
[Turner E News]
Issue 2 - Friday, September 10, 1999
Welcome to the second issue of the Turner E-News, which is being published
weekly during this transition period to update you on the progress of the
tender offer from HOCHTIEF, related post-merger agreement issues, and other
subjects. We hope that last week's issue provided you with some useful
information.
Thanks to the staffers who forwarded questions, many of which are addressed
in this issue. We look forward to receiving other questions in the days to
come.
As you know, HOCHTIEF's tender offer will expire at midnight on Friday,
September 17, 1999, New York City time, unless the offer is extended. The
Board of Directors of Turner has unanimously approved the merger agreement
and urges shareholders to tender their shares in the offer. As mentioned in
last week's newsletter, there are specific telephone numbers for you to
call with questions about the tendering of shares and other issues. They
are repeated as follows:
If you have questions about: Contact:
* The offer from HOCHTIEF Innisfree at 1-888-750-5834
* The tendering of shares Innisfree at 1-888-750-5834
* Not receiving a letter of transmittal Innisfree at 1-888-750-5834
for shares you hold outright
* The Employee Stock Ownership Plan Fidelity at 1-800-421-3844
(ESOP)
* Not receiving your package for the Anne Muir at State Street due to
ESOP a change in address in the last Bank at this fax number, 617-
six months 985-6666
* Questions about the ESOP packet Marvin Adler at Turner at 212-
229-6144
* The Employee Stock Purchase Plan First Chicago Trust Company of
(ESPP) New York at 1-800-633-9394
<PAGE>
Page 2/
* Not receiving your package for the Innisfree at 1-888-750-5834.
ESPP due to a change in address in the Also call First Chicago Trust
last six months at 1-800-633-9394 to make a
permanent address change
* Lost stock certificates First Chicago Trust Company of
New York's corporate actions
department at 1-800-251-4215
Again, active employees and retirees should direct questions to the Editor
via E-mail ([email protected]) or in written form to the Editor, Turner
E-News, 375 Hudson Street, 6th floor, New York, NY, 10014. Unfortunately,
the Editor cannot provide answers to phone inquiries. Space and
applicability permitting, questions will be addressed in future
newsletters.
It is important to disseminate this information to employees who are not on
the E-mail system and to others who would find this information useful.
Each business unit general manager has the responsibility to communicate
this information to the appropriate audiences. Please make sure that your
communication is timely. We are handling mailings to retirees of the
newsletter from the corporate office.
************************************************************************
Q: "CAN YOU GIVE ME MORE BACKGROUND ON HOCHTIEF?"
A: Established in 1875 and based in Essen, HOCHTIEF AG is Germany's
largest construction company. The firm has 37,000 employees around the
world and last year completed work valued at $6.7 billion. Roughly 48
percent of the Group's business is done outside Germany. HOCHTIEF's
shares are publicly traded on the Frankfurt exchange.
HOCHTIEF is increasingly involved not only 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 are now featured more strongly in
the framework of its business.
The firm builds a wide range of projects, including highways and
tunnels, power plants, factories, apartment buildings, corporate
towers, sewage and other waste facilities, bridges, dams and
terminals. Clients include Sony, IBM, Siemens, German National
Railway, General Motors/Opel, Ford, DaimlerChrysler, BMW,
<PAGE>
Page 3/
Deutsche Bank, Commerzbank, the City of Athens, the People's Republic
of China, and the Republic of Greece.
Recent construction awards include the Israeli embassy in Berlin, a
headquarters facility for BankBoston in Sao Paolo, Brazil, and a large
trade fair complex in Dresden, Germany.
HOCHTIEF's operations in North America have in the past been channeled
via its participating interest in Kitchell Corporation of Phoenix,
Arizona. HOCHTIEF will retain its current holding of 35.34 percent of
Kitchell's equity unchanged. Kitchell primarily operates in the
traditional construction and general contracting business in the
Southwestern United States. HOCHTIEF also runs operations in Western
and Eastern Europe, Latin America, Southeast Asia and Africa.
Q: "WHAT DOES HOCHTIEF BRING TO THE TABLE FOR TURNER CONSTRUCTION, OTHER
THAN CAPITAL?"
A: Clearly, the Board had an obligation to our shareholders. By any
number of measures, the offer was attractive and provided a strong
return to them. In addition, it preserved the Turner name, allows us
to operate much as in the past and provides attractive opportunities
to our people. From a strategic standpoint, it also gives (1) broader
international capabilities, (2) additional skills and experiences in
certain construction areas and (3) the benefits of a much larger
balance sheet. In summary, we believe this will give us additional
capabilities to build our company.
Q: "WHY DID HOCHTIEF APPROACH TURNER? WHAT IS `IN IT FOR THEM' IF TURNER
REMAINS AUTONOMOUS AND CONTINUES TO REINVEST IN THE BUSINESS?"
The rules of the game in our industry are changing. As part of this,
more and more, a global network is becoming necessary to better
leverage skills, clients and resources. To have a global network, a
presence in the United States market is critical. The U.S. is still
the most attractive investment environment in the world. Compared to
HOCHTIEF's major markets, the U.S. also is projected to have higher
growth prospects in the years ahead. As the preeminent builder
organization in the U.S., Turner places HOCHTIEF in this highly
attractive and critical market.
HOCHTIEF will receive the benefits of the acquisition in a number of
ways. First, the company will be able to access our skills, reputation
and clients. This, of course, gives HOCHTIEF a stronger base and
business position. Second, the company also, financially, will be able
to consolidate our earnings.
<PAGE>
Page 4/
Q: "WHO WILL DECIDE IF THE TENDER OFFER IS EXTENDED PAST SEPTEMBER 17?"
A: HOCHTIEF would make that decision, based on the number of shares
tendered and other conditions.
Q: "WHAT DO I DO IF I LOST MY STOCK CERTIFICATES AND WANT TO PARTICIPATE
IN THE OFFER BY THE DEADLINE DATE?"
A: Call First Chicago Trust Company of New York's corporate actions
department at 1-800-251-4215 to request a replacement of the lost
stock certificates. It can take up to 24 hours for an "affadavit of
loss" to be generated and sent out. If employees wish to participate
in the offer, they should ask the customer service rep to fax or FedEx
the affadavit. (For the latter, callers will have to provide a
personal FedEx number.)
Q: "IF I DON'T GET MY NEW CERTIFICATES BY THE DEADLINE, CAN I PARTICIPATE
IN THE TENDER OFFER?"
A: No.
Q: "THEN WHAT HAPPENS?"
A: Assuming HOCHTIEF completes the purchase of shares in the tender
offer, HOCHTIEF will acquire any shares which were not tendered
through a merger between Turner and a subsidiary of HOCHTIEF. In the
merger, Turner shareholders will receive the same price as in the
tender offer. But in the meantime, shareholders should be sure to
replace the lost certificates as soon as possible.
Q: "CAN YOU UPDATE ME ON THE PROGRESS OF THE MERGER WITH HOCHTIEF?"
A: According to a press release from HOCHTIEF dated September 7, the U.S.
Federal Trade Commission has announced early termination of the
waiting period required by American anti-trust law and thus indicated
it has no objections to the proposed merger. (Any acquisition such as
this requires governmental approval.)
Q: "IF I DECIDE TO ROLL OVER MY ESOP STOCK TO MY 401(K) PLAN, WILL THE
STOCK'S VALUE BE TREATED LIKE THE ERIP (EMPLOYEES RETIREMENT INCOME
PLAN)--THAT IS, WILL IT BE SEPARATED FROM THE REST OF MY 401(K)
ASSETS?"
We intend the ESOP account value to be incorporated into the 401(k)
assets; however, the ESOP assets will not be included in the balance
that employees can borrow from.
<PAGE>
Page 5/
As noted in last week's newsletter, Turner is in the process of
requesting approval from the IRS in connection with the termination of
the ESOP and the distribution of participants' accounts from the plan.
We are awaiting the ruling, which we believe will come through by
December 1999.
The current intention is that active employees will have the
opportunity to roll over their account balances to the Turner 401(k)
plan or into an IRA or to take a distribution less taxes (if
applicable) and withdrawal penalties; and, for retirees and vested
terminated employees, a rollover to an IRA or a distribution, less
taxes (if applicable) and withdrawal penalties. These distributions
are subject to the IRS ruling.
Q: "ONCE THE ESOP SHARES ARE TENDERED AND CONVERTED TO CASH, WILL I BE
RECEIVING INTEREST UNTIL DISTRIBUTION OF MY ACCOUNT BALANCE?"
A: Yes. The cash proceeds will be invested and investment returns will be
credited to your account.
Q: "WHAT WILL HAPPEN WITH MONEY DEDUCTED FROM PAYROLL FOR THE ESPP THAT
HAS NOT ACCUMULATED ENOUGH TO PURCHASE A FULL SHARE? FOR EXAMPLE, MY
DEDUCTION IS $50 MONTHLY AND MY FIRST DEDUCTION WAS IN THE JULY 31
PAYROLL."
When ESPP shares are tendered, employees will be paid out for
fractional shares owned. For example, if an employee owns 2 1/2
shares, she will be paid 2 1/2 times the HOCHTIEF offer price of
$28.625.
Q: "IS THE RETIREE MEDICAL PLAN CONTINUING?"
A: It is our expectation that the Retiree Medical Plan will continue in
its current form at least through the year 2000.
Q: "ARE PENSION FUND SHARES BEING TENDERED AS A RESULT OF THE HOCHTIEF
OFFERING?"
A: The Pension Administration Committee, the fiduciary of the pension
plan, elected to tender all of the shares that were held in the plan.
This decision was made on September 8.
<PAGE>
Page 6/
Q: "CAN YOU REVIEW AGAIN THE MAJOR STEPS I NEED TO TAKE IN ORDER TO
TENDER SHARES?"
A: We will again present our summary of the major steps for tendering
shares, but this does not substitute for the shareholder's careful
reading of the official document and adhering to its strict
instructions. The following pertains only to stock owned outright and
held by certificate by the employee or retiree.
The letter of transmittal (blue form) needs to be filled out on the
front page by listing the share certificate number, number of shares,
and the number of shares to be tendered. If the employee holds more
than four certificates (the number of lines provided), he will have to
provide a longer list on a separate sheet to include them all. The
separate sheet should also be signed. Remember: All share certificate
numbers must be listed. Also, it is important that the employee does
NOT sign the certificates. They should be sent in unsigned. On the
center portion, the employee must sign the large boxed portion that
says, "Important: Stockholders: Sign Here." Under capacity, the word
"owner" should be filled in, along with the other information. Last,
on the back of the sheet, the substitute W-9 form needs to be signed
and dated and the social security number included. For additional
questions, call Innisfree (see number noted earlier).
************************************************************************
Please feel free to continue to share your questions with us via E-mail at
[email protected], or via mail, to the Editor, Turner E-News, 375 Hudson
Street, 6th floor, New York, NY, 10014. Our intent is to keep you informed
on the many issues that are coming up during this transition period, as
well as other subjects.
EXHIBIT 19
STATE STREET BANK AND TRUST COMPANY
255 Franklin Street
Boston, Massachusetts 02110
Dear ESOP Participant:
The Number of shares listed on the Direction Form recently mailed to you
(Your Shares:) is the number of Series B ESOP Convertible Preferred ("ESOP)
shares currently allocated to your account.
Although the ESOP's shares have been converted in total, the Plan
Recordkeeper has not reflected the conversion on the individual participant
accounts. These shares and a final allocation will be converted at a ratio
of one and one-half to one Common share for each ESOP share in the near
future and credited to your account.
Your instructions to the Trustee is for the tender of the shares of Common
Stock that your ESOP shares will be converted into.
Once the final allocation is done, the conversion to Common Stock will take
place and a new participant account statement will be forwarded to you.
Due to the timing of the tender offer, we were unable to wait for the final
allocation and conversion in order to afford you the opportunity to
participate. This final allocation will also be eligible for the tender
offer.
Please make your selection on the Direction Form you have already received
and return it promptly to the Trustee in the reply envelope already
provided to you.
Sincerely,
State Street Bank and Trust Company,
Trustee of The Turner Corporation
Employee Stock Ownership Plan
