UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
The Turner Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
NU900273103
------------------------------------------
(CUSIP Number)
Richard R. Howe, Esq., Sullivan & Cromwell
125 Broad Street, New York, New York 10004
212 558-4000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
N/A
------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 20 Pages
<PAGE>
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CUSIP NO. NU900273103 PAGE 2 OF 20 PAGES
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EBSPSW Holding AG
None
- --------------------------------------------------------------------------------
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. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 2,430,750
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,430,750
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,750
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.7%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. NU900273103 PAGE 3 OF 20 PAGES
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PSW Holding AG
None
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 2,430,750
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,430,750
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,750
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.7%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. NU900273103 PAGE 4 OF 20 PAGES
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EBS Holding AG
None
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 2,430,750
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,430,750
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,750
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.7%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. NU900273103 PAGE 5 OF 20 PAGES
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Steiner
None
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 2,448,000
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,448,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,448,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. NU900273103 PAGE 6 OF 20 PAGES
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heinrich Baumann
None
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 2,448,000
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,448,000
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,448,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. NU900273103 PAGE 7 OF 20 PAGES
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Esther Baumann-Steiner
None
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 2,430,750
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,430,750
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,750
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.7%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
AMENDMENT NO. 4 TO SCHEDULE 13D
EBSPSW Holding AG, a Swiss corporation ("EBSPSW"), PSW Holding AG
("PSW"), EBS Holding AG ("EBS"), Peter Steiner, Heinrich Baumann and Esther
Baumann-Steiner hereby amend and supplement the statement on Schedule 13D with
respect to the Common Stock ("Common Stock") of The Turner Corporation, a
Delaware corporation (the "Company"), previously filed by Karl Steiner Holding
AG ("KSH") and others to reflect the transfer of the shares of the Company
previously held by KSH to EBSPSW. Except as amended and supplemented hereby, the
statement on Schedule 13D, as heretofore amended and supplemented, including the
definitions of terms not otherwise defined herein, remains in full force and
effect.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed jointly by EBSPSW, PSW, EBS, Peter Steiner,
Heinrich Baumann and Esther Baumann-Steiner. PSW and EBS each owns 50% of the
stock of EBSPSW. All of the stock of PSW is owned by Peter Steiner, and all of
the stock of EBS is owned by Esther Baumann-Steiner, who is married to Heinrich
Baumann. Accordingly, any security beneficially owned by EBSPSW may be regarded,
for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the
"Act"), as being beneficially owned by each of PSW, EBS, Peter Steiner, Heinrich
Baumann and Esther Baumann-Steiner, since they each have or share the power to
vote and dispose of securities beneficially owned by EBSPSW. EBSPSW, PSW, EBS,
Peter Steiner, Heinrich Baumann and Esther Baumann-Steiner are hereinafter
referred to collectively as "Steiner."
The address of the principal business and the address of the principal
office of EBSPSW is Hagenholzstrasse 60, 8050 Zurich, Switzerland. Schedule 1
hereto sets forth, with respect to each executive officer and director of
EBSPSW, the following information: (a) name; (b) residence or business address;
and (c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is carried on. All of the officers and directors of EBSPSW are
citizens of Switzerland. During the five years preceding the filing of this
Statement, neither EBSPSW nor, to the knowledge of any of EBSPSW, PSW, EBS,
Peter Steiner, Heinrich Baumann or Esther Baumann-Steiner, any of the executive
officers or directors of EBSPSW has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws or finding
any violation with respect to such laws.
Page 8 of 20 Pages
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 10, 1999, the shares of the Company owned by KSH were
transferred to PSW and EBS at book value which was then CHF 59,647,566.56, based
on the closing price of the Common Stock on December 31, 1998 of $18.3125 and
the Swiss Franc to U.S. dollar exchange ratio as furnished by the Swiss Central
Bank at that date. On June 1, 1999 the shares of the Company were contributed by
PSW and EBS to EBSPSW.
ITEM 4. PURPOSE OF TRANSACTION.
In the fall of 1998 KSH decided to sell its business to Skanska AB, and
it decided that selling the stock of KSH would be the appropriate method of
sale. However, Skanska did not wish to own the shares of the Company owned by
KSH, and accordingly the Series C Shares, Series D Shares and shares of Common
Stock of the Company owned by KSH were transferred to EBSPSW.
In view of the sale of its construction business to Skanska, Steiner is
interested in selling its shares in the Company. Steiner has had discussions
with the Company concerning the possible repurchase of its shares by the
Company, but it is also considering other alternatives.
Except as set forth above, at the present time Steiner has no plans or
proposals which relate to or would result in (a) the acquisition by any person
of additional securities of the Company, or the disposition of securities of the
Company, (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries,
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries, (d) any change in the present board of directors or management
of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, (e) any material
change in the present capitalization or dividend policy of the Company, (f) any
other material change in the Company's business or corporate structure, (g)
changes in the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person, (h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act or (j) any
action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Steiner presently owns 9,000 Series C Shares, 6,000 Series D Shares and
30,750 shares of Common Stock of the Company. The Series C and Series D Shares
are convertible at any time at the option of the holders thereof into an
aggregate of 2,400,000
Page 9 of 20 Pages
<PAGE>
shares of Common Stock, subject to adjustment in certain events. As a result of
the conversion rights of the holders of the Series C and Series D Shares,
Steiner may be deemed for purposes of Section 13(d) of the Act to be the
beneficial owner of the shares of Common Stock into which such Shares may be
converted.
In addition to the shares owned by EBSPSW, Peter Steiner and Heinrich
Baumann each holds currently exercisable stock options to purchase 17,250 shares
of Common Stock of the Company, which are not included in the shares
beneficially owned by Steiner for purposes hereof.
According to the Form 10-Q of the Company for the quarter ended March
31, 1999, as of April 30, 1999 there were outstanding a total of 7,875,143
shares of Common Stock and 838,731 Series B Shares (convertible into an
aggregate of 1,258,097 shares of Common Stock). According to the Form 10-K of
the Company for the year ended December 31, 1998, as of February 26, 1999 there
were outstanding currently exercisable employee stock options to purchase
711,939 shares of Common Stock. Assuming conversion of the Series C and Series D
Shares into Common Stock but not the conversion or exercise of any Series B
Shares or employee stock options, Steiner would own beneficially an aggregate of
2,430,750 out of 10,275,143 shares of Common Stock that would then be
outstanding, or approximately 23.7%. If the outstanding Series B Shares were
also converted into Common Stock, Steiner would own beneficially an aggregate of
2,430,750 out of 11,533,240 shares of Common Stock that would then be
outstanding, or approximately 21.1%. If the 711,939 currently exercisable
employee stock options were also exercised in full, Steiner would own an
aggregate of 2,430,750 out of 12,245,179 shares of Common Stock that would then
be outstanding, or approximately 19.9%.
See Item 3 above for information regarding transactions in the
securities of the Company within the preceding sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On April 22, 1999, the Company entered into an Agreement with KSH,
EBSPSW, PSW and EBS pursuant to which it consented to the transfer of the shares
of the Company previously owned by KSH to EBS and PSW and by EBS and PSW to
EBSPSW, to the assignment by KSH to EBSPSW of all of KSH's rights under the
Options Agreement, the assumption by EBSPSW of all of KSH's obligations under
the Options Agreement and the release of KSH from any further obligations under
the Options Agreement. As so assigned the Options Agreement, as heretofore
modified by the waiver by the Company of the provisions of Paragraph 7(a)
thereof, remains in full force and effect. A copy of the Options Agreement was
filed as Exhibit 3 to Steiner's original Statement on Schedule 13D filed on July
27, 1992.
Page 10 of 20 Pages
<PAGE>
In addition, on April 8, 1999 the Company and KSH entered into a letter
agreement pursuant to which KSH waived its rights under Section 12.1, and the
Company waived its rights under Section 12.2, of the Limited Liability Company
Agreement of Turner Steiner International, LLC dated as of December 22, 1997
between KSH and the Company. The purpose of the waivers was to facilitate the
acquisition of KSH by Skanska AB.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed with this Amendment No. 4:
7. Agreement, dated as of April 22, 1999, among KSH, EBS, PSW, EBSPSW
and the Company.
8. Letter Agreement, dated April 8, 1999, between KSH and the Company.
9. Power of Attorney, dated June 14, 1999, by EBSPSW, PSW, EBS, Peter
Steiner, Heinrich Baumann and Esther Baumann-Steiner authorizing Richard R.
Howe to sign statements on Schedule 13D and amendments thereto.
Page 11 of 20 Pages
<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.
Dated: June 30, 1999
EBSPSW HOLDING AG
By /s/ Richard R. Howe
--------------------------
Richard R. Howe
Attorney-In-Fact
PSW HOLDING AG
By /s/ Richard R. Howe
--------------------------
Richard R. Howe
Attorney-In-Fact
EBS HOLDING AG
By /s/ Richard R. Howe
--------------------------
Richard R. Howe
Attorney-In-Fact
PETER STEINER
By /s/ Richard R. Howe
--------------------------
Richard R. Howe
Attorney-In-Fact
HEINRICH BAUMANN
By /s/ Richard R. Howe
--------------------------
Richard R. Howe
Attorney-In-Fact
ESTHER BAUMANN-STEINER
By /s/ Richard R. Howe
--------------------------
Richard R. Howe
Attorney-In-Fact
Page 12 of 20 Pages
<PAGE>
SCHEDULE 1
DIRECTORS AND OFFICERS OF EBSPSW HOLDING AG
Name Business Address Principal Occupation
- ---- ---------------- --------------------
Directors:
- ----------
Heinrich Baumann Hagenholzstrasse 60 Chairman of KSH, Chairman
8050 Zurich of Karl Steiner Industrie AG
Switzerland and General Manager of the
Karl Steiner Group
Peter Steiner Hagenholzstrasse 60 Vice Chairman of KSH,
8050 Zurich Chairman of Karl Steiner AG
Switzerland and of Karl Steiner
Generalunternehmung AG and
General Manager of the Karl
Steiner Group
Officers:
- ---------
Heinrich Baumann Hagenholzstrasse 60 Chairman of KSH, Chairman
Chairman 8050 Zurich of Karl Steiner Industrie AG
Switzerland and General Manager of the
Karl Steiner Group
Peter Steiner Hagenholzstrasse 60 Vice Chairman of KSH,
Vice Chairman 8050 Zurich Chairman of Karl Steiner AG
Switzerland and of Karl Steiner
Generalunternehmung AG and
General Manager of the Karl
Steiner Group
Page 13 of 20 Pages
Exhibit 7
AGREEMENT
AGREEMENT, dated as of April 22, 1999, among Karl Steiner
Holding AG ("Steiner"), EBS Holding AG ("EBS"), PSW Holding AG ("PSW"), EBSPSW
Holding AG ("EBSPSW") and The Turner Corporation ("Turner").
W I T N E S S E T H:
WHEREAS, Steiner and Turner have entered into an Agreement Regarding
Security Holder's Rights, Obligations and Options dated July 20, 1992 (the
"Options Agreement"); and
WHEREAS, Steiner desires to transfer to EBS and PSW, and simultaneously
therewith EBS and PSW desire to transfer to EBSPSW, 9,000 shares of Series C
8 1/2% Convertible Preference Stock of Turner ("Series C Stock"), 6,000 shares
of Series D 8 1/2% Convertible Preference Stock of Turner ("Series D Stock") and
30,750 shares of Common Stock of Turner ("Common Stock" and, together with the
Series C and the Series D Stock, the "Stock"); and
WHEREAS, in connection with the transfer of the Stock, Steiner desires
to assign its rights and obligations under the Options Agreement to EBSPSW; and
WHEREAS, Turner is willing to consent to the foregoing.
NOW THEREFORE, the parties hereto hereby agree as follows.
1. Steiner hereby assigns and transfers unto EBSPSW its entire right,
title and interest in, to, under and by virtue of the Options Agreement.
2. EBSPSW hereby accepts such assignment and, anything in Section 7(d)
of the Options Agreement to the contrary notwithstanding, assumes and agrees to
perform and discharge all obligations of Steiner under and by virtue of the
Options Agreement, to the same extent as if EBSPSW were a party to such
agreement as originally executed.
3. Turner hereby consents to the foregoing assignment and releases
Steiner from any further obligations under or by virtue of the Options
Agreement.
Page 14 of 20 Pages
<PAGE>
4. Turner further consents to the transfer of the Stock from Steiner to
EBS and PSW and from EBS and PSW to EBSPSW, notwithstanding the requirements of
the Options Agreement that the Series C Stock be exchanged for Series E 8 1/2%
Convertible Preference Stock of Turner before any transfer thereof, and agrees
that EBSPSW may continue to hold the Series C Stock in that form without
exchanging it for Series E Stock. Any further transfer of the Series C Stock
shall be subject to the requirements of the Options Agreement.
5. Steiner, EBS, PSW and EBSPSW hereby agree that they will not
exercise any right of first refusal that they may have under Paragraph 4 of the
Options Agreement to purchase any shares of Common Stock that may be issued in
connection with any redemption of Series B ESOP Convertible Preference Stock of
Turner.
6. This Agreement shall be governed by and interpreted in accordance
with the internal laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
KARL STEINER HOLDING AG
By: /s/ Heinrich Baumann
----------------------------
Name: Heinrich Baumann
Title: Chairman
By: /s/ Peter Steiner
----------------------------
Name: Peter Steiner
Title: Vice Chairman
EBS HOLDING AG
By: /s/ Heinrich Baumann
----------------------------
Name: Heinrich Baumann
Title: President
Page 15 of 20 Pages
<PAGE>
PSW HOLDING AG
By: /s/ Peter Steiner
----------------------------
Name: Peter Steiner
Title: President
EBSPSW HOLDING AG
By: /s/ Heinrich Baumann
----------------------------
Name: Heinrich Baumann
Title: Chairman
By: /s/ Peter Steiner
----------------------------
Name: Peter Steiner
Title: Vice Chairman
THE TURNER CORPORATION
By: /s/ Donald G. Sleeman
----------------------------
Name: Donald G. Sleeman
Title: Senior Vice President and
Chief Financial Officer
Page 16 of 20 Pages
Exhibit 8
KARL STEINER HOLDING AG
HAGENHOLZSTRASSE 60
CH-8050 ZURICH, SWITZERLAND
April 8, 1999
The Turner Corporation
375 Hudson Street
New York, New York 10014 U.S.A.
Dear Sirs:
As you know, we have entered into a letter of intent pursuant to which
a majority of the stock of Karl Steiner Holding AG ("Steiner") will be sold to
Skanska AB ("Skanska"). The transaction is expected to be consummated within 60
days and will include indirectly the sale of the 50% interest in Turner Steiner
International, LLC ("TSI") presently owned by Steiner, since that interest will
continue to be owned by Steiner after the sale.
Skanska is engaged, in portions of the world other than North America,
Central America, the Caribbean region, Switzerland, Germany and France (such
portions, hereinafter, the "TSI Territory"), in activities of the type described
in Section 3.1 of the Limited Liability Company Agreement of Turner Steiner
International, LLC dated as of December 22, 1997 (the "LLC Agreement") between
The Turner Corporation ("Turner") and Steiner, and Skanska intends to continue
to engage in such activities after the consummation of its acquisition of the
Steiner stock. Accordingly, Skanska's continuation of these activities after its
acquisition of the Steiner stock might result in a violation of Section 12.2 of
the LLC Agreement since after the acquisition Skanska would be considered an
"Affiliate" of Steiner for purposes of that agreement. However, Turner hereby
waives its rights under Section 12.2 of the LLC Agreement and consents to
Skanska's conducting activities in the TSI Territory after its acquisition of
the Steiner stock.
In consideration of Turner's waiver and consent, Steiner hereby waives
its rights under Section 12.1 of the LLC Agreement and consents to Turner's
conducting activities in the TSI Territory from and after Skanska's acquisition
of the Steiner stock.
Page 17 of 20 Pages
<PAGE>
It is understood and agreed that the foregoing waiver and consent by
Turner is solely for the purpose of facilitating the acquisition of the Steiner
stock by Skanska and shall not extend to any acquisition of the Steiner stock by
any other person or to any direct or indirect acquisition of Steiner's 50%
interest in TSI by any other person, nor does such waiver and consent extend to
any other provision of the LLC Agreement, and all of the other provisions of the
LLC Agreement are hereby ratified and affirmed.
If you are in agreement with the foregoing please so indicate by
signing and returning the enclosed copy.
Very truly yours,
KARL STEINER HOLDING AG
By: / Heinrich Baumann-Steiner
-------------------------------
Heinrich Baumann-Steiner
Chairman
Agreed to and accepted as of the above date:
THE TURNER CORPORATION
By: /s/ E.T. Gravette, Jr.
--------------------------------
E.T. Gravette, Jr.
Chairman and Chief Executive Officer
Page 18 of 20 Pages
Exhibit 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that EBSPSW Holding AG, PSW Holding AG,
EBS Holding AG, Peter Steiner, Heinrich Baumann and Esther Baumann-Steiner (each
a "Grantor") have made, constituted and appointed, and by these presents do
make, constitute and appoint, Richard R. Howe ("Attorney") the true and lawful
agent and attorney-in-fact, with full power of substitution and resubstitution,
of Grantor, for and in Grantor's name, place and stead, in any and all
capacities, to do all or any of the following acts, matters and things:
7. To sign on behalf of Grantor statements on Schedule 13D or
amendments thereto pursuant to Section 13(d) of the United States Securities
Exchange Act of 1934.
8. To do all such other acts and things as, in such Attorney's
discretion, he deems appropriate or desirable for the purpose of filing such
statements on Schedule 13D or amendments thereto.
9. To appoint in writing one or more substitutes who shall have the
power to act on behalf of Grantor as if that substitute or those substitutes
shall have been originally appointed Attorney(s) by this Power of Attorney
and/or to revoke any such appointment at any time without assigning any reason
therefor.
Grantor hereby ratifies and confirms all that said agents and
attorneys-in-fact or any substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
The words Grantor and Attorney shall include all grantors and attorneys
under this Power of Attorney.
IN WITNESS WHEREOF, Grantor duly assents to this Power of Attorney by
his signature as of the 14th day of June 1999.
EBSPSW HOLDING AG
By /s/ Heinrich Baumann
--------------------------------
Heinrich Baumann, Chairman
By /s/ Peter Steiner
--------------------------------
Peter Steiner, Vice Chairman
Page 19 of 20 Pages
<PAGE>
PSW HOLDING AG
By /s/ Peter Steiner
--------------------------------
Peter Steiner, Chairman
EBS HOLDING AG
By /s/ Esther Baumann-Steiner
--------------------------------
Esther Baumann-Steiner, Chairman
/s/ Peter Steiner
--------------------------------
Peter Steiner
/s/ Heinrich Baumann
--------------------------------
Heinrich Baumann
/s/ Esther Baumann-Steiner
--------------------------------
Esther Baumann-Steiner
Page 20 of 20 Pages
