<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
The Turner Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(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 (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.
[ ] 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,
or the 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> 2
THE TURNER CORPORATION
Notice of Annual Meeting of Stockholders
May 7, 1999
The Annual Meeting of Stockholders of The Turner Corporation
will be held on Friday, May 7, 1999, at 11:00 A.M. Eastern Daylight Saving Time,
at the Millennium Broadway Conference Center, Fifth floor, Room 508, 145 West
44th Street, New York, New York, for the following purposes:
1. To elect three directors; and
2. 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 22,
1999 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 30, 1999
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> 3
THE TURNER CORPORATION
375 HUDSON STREET
NEW YORK, NEW YORK 10014
PROXY STATEMENT
-------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1999
----------
This Proxy Statement is being furnished beginning March 30,
1999 in connection with the solicitation of proxies for use at the 1999 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
8-1/2% 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. At the date of this Proxy Statement, Karl Steiner
Holding AG or its sister company EBSPSW Holding AG (collectively, "Steiner
Holding") as the holder of the Company's Series C 8-1/2% Convertible Preference
Stock ("Series C Preferred Stock") has the right to elect three directors, who
serve one year terms and 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 voting on directors, Steiner Holding as 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 Steiner Holding or its
affiliates are voted for directors.
At the 1999 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
and the directors who will continue in office are listed in the following table.
The table also shows the directors expected to be elected by Steiner Holding as
the holder of the Company's Series C Preferred Stock, if that stock remains
outstanding. The Company has filed a registration statement, which as of the
date of this Proxy Statement has not become effective, with the Securities and
Exchange Commission relating to, among other things, a public offering by
Steiner Holding of the 2,400,000 shares of the Company's Common Stock issuable
upon conversion of the Series C Preferred Stock and the Series D Preferred
Stock. The offering will be made only by means of a prospectus filed with the
Securities and Exchange Commission. If and when the offering is completed (which
may be before or after the 1999 Annual Meeting of Stockholders), the Series C
Preferred Stock and the Series D Preferred Stock will no longer be outstanding.
The Company anticipates that, at that time, Mr. A. Gary Fieger and Mr. Peter K.
Steiner will leave the Board of Directors. Further, at that time, the Company
anticipates that it will expand the regular Board by one person and appoint Mr.
Heinrich Baumann-Steiner to fill that vacancy.
<PAGE> 4
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
SERVED AS
DIRECTOR SINCE TERM
NAME AND AGE PRINCIPAL OCCUPATION OR DURING WILL
AND OTHER DIRECTORSHIPS THE PERIOD EXPIRE
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NOMINEES FOR ELECTION AS
DIRECTORS TO SERVE UNTIL 2002:
Ellis T. Gravette, Jr., 73 (1) Chairman and Chief Executive Officer, The Turner Corporation; 1981 2002
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
Charles H. Moore, Jr., 69 Director of Athletics, Cornell University; Chairman and Chief 1990 2002
Executive Officer, Xpander Pak, Inc.; Executive Vice President,
Illinois Tool Works, Inc., 1991-92; President and Chief Executive
Officer, Ransburg Corporation 1988-92; Director of Elcotel, Inc.
and United States Olympic Committee
Gordon A. Walker, 71 (1) Former Chairman and Chief Executive Officer, Hollinee, Inc., 1984 2002
1987-1997; Former Chairman, President and Chief Executive
Officer, U.S. Industries, Inc., 1981-1986
DIRECTORS WHO WILL CONTINUE
IN OFFICE:
Walter G. Ehlers, 66 Retired President, Chief Operating Officer and Trustee, Teachers 1985 2000
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, 62 President and Chief Operating Officer, The Turner Corporation; 1997 2000
President and Chief Operating Officer, Turner Construction
Company, 1997-1998; Executive Vice President, 1996-97; Senior
Vice President, 1994-96; Vice President 1986-1994
Leif Lomo, 69 Former President, Marley Pump Company, 1994-1995; Retired 1992 2001
Chairman and Chief Executive Officer, A.B. Chance Company
1987-1994; Director of Young Broadcasting, Inc. and Mercantile
Bank of Boone County
Thomas C. Leppert, 44 Trustee of the Estate of James Campbell; Vice Chairman, Bank of 1998 2001
Hawaii and Pacific Century Financial Corp, 1996-1997; President
and Chief Executive Officer, Castle & Cooke Hawaii and Castle &
Cooke Properties, Inc., 1989-1996; President, Residential and
Hawaii: Commercial Operations, and Director, Castle & Cooke,
1995-1996
Harold J. Parmelee, 61 President-Asset Management, The Turner Corporation; President and 1988 2001
Chief Operating Officer, The Turner Corporation, 1994-1998
G. Jeffrey Records, Jr., 39 Chairman and Chief Executive Officer, MidFirst Bank; President 1997 2001
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
John O. Whitney, 71 (1) Professor and Executive Director, The Deming Center for 1988 2000
Quality Management, Columbia Business School; Director of
Atchison Castings and Church & Dwight Co., Inc.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
SERVED AS
DIRECTOR SINCE TERM
PRINCIPAL OCCUPATION OR DURING WILL
NAME AND AGE AND OTHER DIRECTORSHIPS THE PERIOD EXPIRE
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DIRECTORS EXPECTED TO BE ELECTED
BY HOLDER OF SERIES C PREFERRED
STOCK, IF OUTSTANDING:
Heinrich Baumann-Steiner, 57 Chairman, Karl Steiner Holding AG; Vice Chairman, Karl Steiner 1992 2000
AG (an affiliate of Karl Steiner Holding AG)
A. Gary Fieger, 71 President, Fieger International and A. Gary Fieger Associates, 1992 2000
Inc.; Former President and Chief Executive Officer, Hammerson
Property Corporation
Peter K. Steiner, 53 Vice Chairman, Karl Steiner Holding AG; Chairman, Karl Steiner 1992 2000
AG (an affiliate of Karl Steiner Holding AG)
</TABLE>
- ----------------------------------
(1) In keeping with the Company's policy with regard to directors who are 70
years old or older, although Messrs. Gravette and Walker are seeking election
for three-year terms, and Mr. Whitney was elected for a three year term, each
has committed that he will resign effective at the time of any Annual Meeting of
Stockholders unless the Board of Directors requests that he serve for the year
following that Annual Meeting of Stockholders.
Non-employee members of the Board of Directors are paid annual
fees of $21,000, plus $1,000 and travel expenses for each meeting attended.
Non-employee chairmen of committees of the Board of Directors receive additional
annual fees of $2,100. All non-employee Directors also receive stock option
grants totaling 6,750 shares each year. Employee members of the Board of
Directors do not receive any directors' fees.
During 1998, the Board of Directors held nine meetings. Each
director attended at least 75% of the meetings of the Board of Directors and of
each Committee of which he was a member.
Effective August 7, 1997, the Board of Directors terminated
the Directors' Retirement Plan (the "Directors' Plan "). Under the Directors'
Plan, each non-employee Director was entitled to receive, beginning on the later
of the person's seventieth birthday or the time the person ceased to be a
Director, annual benefits equal to the annual fee paid to non-employee
Directors, reduced proportionally to the extent a Director served for less than
five years. Any retired non-employee Director who was receiving retirement
payments under the Directors' Plan as of August 7, 1997 is entitled to continue
to receive such retirement payments. Each Director who was a non-employee
Director as of August 7, 1997, but who had not retired as of that date (the
"Eligible Directors"), was granted the right to receive 17,175 shares of Common
Stock of the Company (the "Share Right") in lieu of vested retirement benefits
under the Directors' Plan. Mr. Gravette, who was a non-employee Director from
1981 until 1996, is also entitled to the Share Right. The Share Right is to be
paid on the ninetieth day following the later of such Eligible Director's
seventieth birthday or such Eligible Director's ceasing to be a Director for any
reason.
The Committees of the Board of Directors include an Executive
Committee, a Compensation and Stock Option Committee, an Audit Committee, and a
Committee on Corporate Governance (formerly the Committee on Directors'
Affairs).
3
<PAGE> 6
The members of the Executive Committee are Messrs. Gravette
(Chairman), Fee, Fieger, Moore and Parmelee. The Executive Committee may
exercise the authority of the Board during the intervals between the meetings of
the Board, except in respect of certain matters specified in the Company's
By-Laws. The Executive Committee met once during 1998.
The Compensation and Stock Option Committee, which is composed
of Messrs. Walker (Chairman), Baumann-Steiner, Ehlers, Lomo and Moore, approves
the salaries of all executive officers of The Turner Corporation (other than the
Chairman and President, whose salaries are approved by the Board), makes or
recommends awards under the Company's Incentive Compensation Plan and authorizes
the grant of stock options under the Company's stock option plans. The
Compensation and Stock Option Committee also reviews senior management
organizational plans. The Compensation and Stock Option Committee met four times
in 1998.
The Audit Committee, which is composed of Messrs. Lomo
(Chairman), Fieger, Leppert, Records and Whitney, recommends the firm of
independent public accountants to act as the Company's independent auditors,
confers with the Company's independent auditors as to the scope of their
proposed audit, reviews the findings and recommendations of the independent
auditors, reviews with the Company's accounting personnel the auditors'
recommendations regarding the Company's financial controls, procedures and
practices, and reviews the Company's compliance with its operating policy
statement. The Audit Committee met three times during 1998.
The Committee on Corporate Governance (formerly the Nominating
Committee and more recently the Committee on Directors' Affairs), which is
composed of Messrs. Whitney (Chairman), Fieger, Leppert, Moore and Steiner,
selects and recommends nominees for directorships to the Board. Pursuant to a
resolution adopted by the Board in 1989, the Committee, in nominating members of
the Board for reelection, will consider any material changes which have occurred
in their employment relationships, memberships on other boards and other
circumstances affecting their availability for and participation in board
activities, and any material changes which have occurred in the Company's
business or affairs. The Committee will consider nominees recommended by
stockholders. Any such recommendation should be submitted to the Secretary of
the Company at its principal executive offices no later than December 1, 1999,
together with information concerning the nominee which would be required to be
included in a proxy statement prepared under the proxy rules of the Securities
and Exchange Commission and other information required by the Company's By-Laws.
The Committee on Corporate Governance also establishes goals and objectives for
the Board of Directors and the process for reviewing the performance of the
Chief Executive Officer, the full Board and individual Directors. The Committee
on Corporate Governance met three times in 1998.
4
<PAGE> 7
As of March 22, 1999, the Company's directors (including
nominees), its five highest compensated executive officers (including its Chief
Executive Officer) and its directors and officers as a group, beneficially owned
the following numbers of shares of Common Stock of the Company:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
NAME OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS(6)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Heinrich Baumann-Steiner 17,250 (2)
Walter G. Ehlers 56,750
Robert E. Fee 34,218
A. Gary Fieger 30,850 (3)
Ellis T. Gravette, Jr. 194,855 2.4%
Ralph W. Johnson 33,637
Thomas C. Leppert 9,750
Leif Lomo 21,750
Charles H. Moore, Jr. 25,150
Harold J. Parmelee 104,067 1.3%
G. Jeffrey Records, Jr. 132,998 1.7%
Donald G. Sleeman 5,616
Peter K. Steiner 2,448,000 (4) 23.7% (7)
Gordon A. Walker 33,900
John O. Whitney 32,250 (5)
Directors and Officers as a Group 3,230,230 (4) 30.3%
(23 persons)
- ------------
</TABLE>
(1) Includes shares issuable on exercise of currently exercisable stock
options as follows: Robert E. Fee 16,068; Ellis T. Gravette, Jr.
84,000; Ralph W. Johnson 10,310; Harold J. Parmelee 54,063; Donald G.
Sleeman 5,331; G. Jeffrey Records, Jr., and Thomas C. Leppert 9,750
each; Walter G. Ehlers 6,750; all other non-employee Directors, Messrs.
Baumann-Steiner, Fieger, Lomo, Moore, Steiner, Walker and Whitney
17,250 each and Directors and Officers as a group 343,978. Does not
include 1,258,097 shares of Common Stock issuable on conversion of
Series B ESOP Preferred Stock shares or shares issuable on exercise of
options which are not exercisable prior to 60 days after March 22,
1999. The Series B ESOP Preferred Stock is held by The Turner
Corporation Employee Stock Ownership Plan, under which Messrs.
Gravette, Fee, Parmelee, Sleeman, Johnson and Directors and Officers as
a Group have allocated to them Series B ESOP Preferred Stock
convertible into 210, 1,344, 1,429, 797, 1,222 and 10,500 shares of
Common Stock, respectively. Also does not include for Messrs.
Baumann-Steiner, Ehlers, Fieger, Gravette, Lomo, Moore, Steiner, Walker
and Whitney, a right to receive 17,175 shares of Common Stock each,
which right was granted in lieu of vested retirement benefits under the
Directors' Retirement Plan.
(2) Does not include 1,500,000 shares of Common Stock issuable on
conversion of Series C Preferred Stock, 900,000 shares of Common Stock
issuable on conversion of Series D Preferred Stock or 30,750 shares of
Common Stock, held by Steiner Holding. Heinrich Baumann-Steiner's wife
is the beneficial owner of 50% of the shares of Steiner Holding.
(3) Includes 4,500 shares owned by A. Gary Fieger Associates, Inc., of
which Mr. Fieger is the President and sole owner.
(4) Includes 1,500,000 shares of Common Stock issuable on conversion of
Series C Preferred Stock, 900,000 shares of Common Stock issuable on
conversion of Series D Preferred Stock and 30,750 shares of Common
Stock, held by Steiner Holding. Peter K. Steiner is the beneficial
owner of 50% of the shares of Steiner Holding.
(5) Includes 15,000 shares held by the Marcia Whitney Trust of which Mr.
Whitney and his wife are co-trustees.
(6) Computed in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934. Unless noted, less than 1%.
(7) Assumes that Steiner Holding converts all convertible securities held
by it and that no other convertible securities, including Series B ESOP
Preferred Stock, are converted. If the Series B ESOP Preferred Stock
were also converted, Mr. Steiner's beneficial ownership would be 21.1%.
5
<PAGE> 8
The following persons are known by the Company to have owned
beneficially more than 5% of any of the Company's voting securities as of March
22, 1999.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF AMOUNT AND NATURE OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock The Turner Corporation 1,162,500 14.7%
Employees' Cash Balance Retirement
Plan
375 Hudson Street
New York, New York 10014
Common Stock Granite Capital 632,550 8.0%(1)
126 East 56th Street, 25th Floor
New York City, New York 10022
Common Stock Dimensional Fund Advisors Inc. 483,798 6.1%(1)
1299 Ocean Avenue
Santa Monica, California 90401
Series B ESOP The Turner Corporation Employee 838,731 100%(2)
Preferred Stock Stock Ownership Plan
375 Hudson Street
New York, New York 10014
Series C Preferred Stock Karl Steiner Holding AG 9,000 100%(3)
Hagenholzstrasse 60
CH-8050 Zurich
Switzerland
Series D Preferred Stock Karl Steiner Holding AG 6,000 100%(3)
Hagenholzstrasse 60
CH-8050 Zurich
Switzerland
</TABLE>
(1) Information is based on Schedules 13F or 13G filed with the Securities
and Exchange Commission.
(2) The Series B ESOP Preferred Stock is convertible into 1,258,097 shares
and, assuming conversion solely of the Series B ESOP Preferred Stock,
would represent 13.7% of the outstanding Common Stock on March 22,
1999, and assuming conversion of the Series C Preferred Stock and the
Series D Preferred Stock, would represent 10.9% of the outstanding
Common Stock.
(3) The 9,000 shares of Series C Preferred Stock are convertible into
1,500,000 shares of Common Stock and the 6,000 shares of Series D
Preferred Stock are convertible into 900,000 shares of Common Stock.
Steiner Holding also owned 30,750 shares of Common Stock. Based on the
Common Stock outstanding on March 22, 1999 and assuming conversion
solely of the Series C Preferred Stock and Series D Preferred Stock,
Steiner Holding would have owned 23.6% of the outstanding Common Stock,
and 21.0% of the outstanding Common Stock, assuming all of the Series B
ESOP Preferred Stock had been converted. The Company understands that,
as of March 22, 1999, the Turner securities held by Karl Steiner
Holding AG were in the process of being transferred to its sister
company EBSPSW Holding AG.
The shares of Series B ESOP Preferred Stock and the Series D
Preferred Stock vote together with the Common Stock on all matters, including
election of directors, with each share of Series B ESOP Preferred Stock entitled
to one and one-half votes and each share of Series D Preferred Stock entitled to
150 votes. The Series B ESOP Preferred Stock will constitute 12.5% and the
Series D Preferred Stock 8.9% of the shares entitled to vote in the election of
directors. However, as noted above, Steiner Holding as the holder of the Series
D Preferred Stock is required, pursuant to an agreement with the Company, to
vote the Series D
6
<PAGE> 9
Preferred Stock for directors in the same proportion as the shares of Common
Stock not owned by Steiner Holding or its affiliates are voted for directors.
The holders of the Series C Preferred Stock, voting
separately, are entitled to elect three directors (decreasing to no directors if
the holders of the outstanding Series C Preferred Stock, in the aggregate, hold
less than a specified portion of the Company's Common Stock on a diluted basis,
as determined pursuant to the terms of the Series C Preferred Stock). While the
holders of the Series C Preferred Stock are entitled to elect any directors,
they cannot vote the Series C Preferred Stock with regard to directors to be
elected by the holders of the Common Stock. If the holders of the Series C
Preferred Stock become no longer entitled to elect directors as a separate
class, they will be entitled to vote as part of the same class as the Common
Stock, the Series B ESOP Preferred Stock and the Series D Preferred Stock, and
will be entitled to 1,500 votes for each 9 shares of Series C Preferred Stock (a
total of 1,500,000 votes for the entire 9,000 shares). The holders of the Series
C Preferred Stock are at all times entitled to 1,500 votes for each 9 shares of
Series C Preferred Stock with regard to all matters other than the election of
directors. Peter K. Steiner, who is a director of the Company, is the beneficial
owner of 50% of the shares of Steiner Holding. Esther Baumann-Steiner, who is
the sister of Peter K. Steiner and the wife of Heinrich Baumann-Steiner, is the
beneficial owner of the other 50% of the shares of Steiner Holding. As noted
above, the Company has filed a registration statement with the Securities and
Exchange Commission relating to, among other things, the public offering by
Steiner Holding of the 2,400,000 shares of Common Stock issuable upon the
conversion of the Series C Preferred Stock and Series D Preferred Stock. If and
when that offering is completed, the Series C Preferred Stock and Series D
Preferred Stock will no longer be outstanding.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Walter G. Ehlers, a Director of the Company, was 39 days late
in filing one Form 4 report with the Securities and Exchange Commission
regarding the exercise of options for 11,500 shares of Common Stock on June 3,
1998.
Harold J. Parmelee, an Executive Officer of the Company, was
62 days late in filing one Form 4 report with the Securities and Exchange
Commission regarding the exercise of one option for 4,500 shares of Common Stock
on May 11, 1998.
Ralph W. Johnson, an Executive Officer of the Company, was 230
days late in filing one Form 4 report with the Securities and Exchange
Commission regarding the exercise of options to purchase 2,000 shares of Common
Stock on December 22, 1997.
7
<PAGE> 10
REMUNERATION OF EXECUTIVE OFFICERS
The following table sets forth the annual compensation, long-term
compensation and all other compensation during each of the three years
ended December 31, 1998, for the Company's chief executive officer and
for the four additional most highly compensated executive officers for
the year ended December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
AWARDS
------
SECURITIES
RESTRICTED UNDERLYING
STOCK OPTIONS/ ALL OTHER
NAME AND PRINCIPAL SALARY BONUS AWARD(S) SARS (1) COMPENSATION
POSITION YEAR ($)(2) ($)(3) ($)(4) (#) ($) (5)
-------- ---- ------ ------ ------ --- -------
<S> <C> <C> <C> <C> <C> <C>
Ellis T. Gravette, Jr. (6) 1998 625,000 1,500,000 0 75,000 2,313
Chairman and 1997 625,000 180,000 1,828,125 168,750 1,720
Chief Executive Officer 1996 259,091 0 0 1,500 0
- ---------------------------------------------------------------------------------------------------------
Robert E. Fee 1998 375,200 400,000 0 41,790 4,951
President and Chief 1997 314,230 90,000 0 15,165 5,829
Operating Officer 1996 255,833 0 0 2,250 5,128
- ---------------------------------------------------------------------------------------------------------
Harold J. Parmelee 1998 375,200 270,000 0 10,545 8,374
President, Asset 1997 375,200 90,000 0 10,545 8,651
Management 1996 367,700 0 0 4,500 6,865
- ---------------------------------------------------------------------------------------------------------
Donald G. Sleeman 1998 208,325 175,000 0 17,025 4,713
Senior Vice President, 1997 190,825 60,000 0 17,025 3,390
and Chief Financial 1996 146,042 0 0 1,200 4,895
Officer and Chief
Accounting Officer
- ---------------------------------------------------------------------------------------------------------
Ralph W. Johnson 1998 223,629 75,000 0 3,645 5,209
Senior Vice President 1997 219,150 60,000 0 3,645 5,723
1996 202,375 0 0 2,250 4,296
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Company has not granted any stock appreciation rights. Options are
restated to reflect the 50% stock dividend distributed on August 14,
1998 (the "Stock Dividend").
(2) Until 1995, the annual salaries of all staff employees, other than
officers, included a holiday supplement equal to 1/2 month's pay.
Effective in 1995, officers also received this automatic addition to
their annual pay.
(3) Represents bonuses under the Company's Incentive Compensation Plan.
(4) Mr. Gravette received a grant of 112,500 Restricted Stock Units
("RSUs"), pursuant to action of the Board on August 7, 1997. In March
1998, the Board authorized the immediate distribution to Mr. Gravette
of the 112,500 shares of Common Stock (168,750 shares after giving
effect to the Stock Dividend) subject to the RSUs. In conjunction with
this distribution, 42,930 shares (64,395 shares after giving effect to
the Stock Dividend) were withheld to satisfy tax withholding
requirements.
(5) Includes matching contributions by the Company to its 401(k) plan which
in 1998 were $2,400 each for Messrs. Fee, Parmelee, Sleeman and
Johnson, respectively; allocations under the Company's Employee Stock
Ownership Plan which in 1998 were 81 shares each valued at $2,313, for
Messrs. Gravette, Fee, Parmelee, Sleeman and Johnson, and the interest
earned, calculated at 4-1/2%, on supplemental retirement accounts which
in 1998 was $238, $3,661, and $496, for Messrs. Fee, Parmelee, and
Johnson respectively. Mr. Gravette did not participate in the 401(k)
plan.
(6) Mr. Gravette was employed by the Company effective August 9, 1996.
8
<PAGE> 11
The following table sets forth certain information with regard to
options granted during the fiscal year ended December 31, 1998 and potential
realizable values. No stock appreciation rights (SARs) were granted during that
year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
(1)(2) POTENTIAL REALIZABLE
NUMBER OF VALUE
SECURITIES PERCENT OF AT ASSUMED ANNUAL RATES
UNDERLYING TOTAL EXERCISE OF STOCK PRICE
OPTIONS/SARS OPTIONS/SARS OR APPRECIATION
GRANTED GRANTED TO BASE PRICE MARKET EXPIRATION FOR OPTION TERM
NAME (#) EMPLOYEES ($/SH)(2) PRICE DATE
IN FISCAL YEAR (3)
5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ellis T. Gravette, Jr. 75,000 16.09% 18.875 18.875 5/08/08 $890,280 $2,256,143
Robert E. Fee 41,790 8.97% 18.875 18.875 5/08/08 $496,064 $1,257,123
Harold J. Parmelee 10,545 2.26% 18.875 18.875 5/08/08 125,173 $317,214
Donald G. Sleeman 17,025 3.65% 18.875 18.875 5/08/08 $202,094 $512,144
Ralph W. Johnson 3,645 0.78% 18.875 18.875 5/08/08 $43,268 $109,649
</TABLE>
(1) The options granted in 1998 were priced at 100% of the fair market
value on the date of the grant and became fully exercisable for Mr.
Gravette six months after the grant date. The other grants are
exercisable as follows: Mr. Fee's, 13% immediately, 13% on each of the
first and second anniversaries of the grant date and 61% on the third
anniversary; Mr. Parmelee's, 49% on the second anniversary, 51% on the
third anniversary; Mr. Sleeman's, 7% immediately, 31% on each of the
first, second and third anniversaries; Mr. Johnson's, 100% on the third
anniversary. All options become exercisable upon a "change in control".
(2) The option price and the number of securities underlying the options
have been adjusted for the Stock Dividend.
(3) Market price on date of grant.
The following table sets forth certain information with regard to
exercises of options during 1998 and options held at December 31, 1998. No SARs
have been granted by the Company.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS/SARS AT VALUE OF UNEXERCISED
FISCAL YEAR-END IN-THE-MONEY
(#) OPTIONS/SARS
AT FISCAL YEAR-END (1) ($)
SHARES
ACQUIRED ON VALUE EXERCISABLE (E)/ EXERCISABLE (E)/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE ( U) UNEXERCISABLE (U)
<S> <C> <C> <C> <C>
Ellis T. Gravette, Jr. ___ ___ 84,000 (E) 105,567 (E)
168,750 (U) 1,276,256 (U)
Robert E. Fee ___ ___ 16,068 (E) 92,622 (E)
51,657 (U) 165,576 (U)
Harold J. Parmelee 14,850 135,151 64,563 (E) 695,099 (E)
21,090 (U) 115,133 (U)
Donald G. Sleeman ___ ___ 5,331 (E) 53,903 (E)
32,919 (U) 185,884 (U)
Ralph W. Johnson 7,400 79,108 12,310 (E) 118,075 (E)
7,290 (U) 39,797 (U)
</TABLE>
(1) Includes only those options whose exercise prices are lower than the
closing price of $18.313 on December 31, 1998.
9
<PAGE> 12
CHANGE IN CONTROL ARRANGEMENTS
The Company or its subsidiaries have entered into change of
control agreements with a number of their executive officers, including the
executive officers named above other than Mr. Gravette. These agreements expire
on November 25, 2000 and will be automatically extended for one year each on
each November 25 thereafter unless the Company shall have given written notice
to the executive officer at least ninety days prior to the expiration date. They
provide that in the event of "termination" (as defined) of an executive's
employment after a "change of control" (as defined) of the Company, the
executive will be entitled to receive a lump sum payment equal to 2.99 years'
(in the case of fourteen senior executives including Messrs. Parmelee, Fee,
Sleeman and Johnson) or one year's (in the case of other executives)
compensation, including average bonus, as well as continued eligibility for
certain employee welfare benefits. Options granted under the 1997 and 1998 Stock
Option Plans also become immediately exercisable in the event of a change in
control.
RETIREMENT PLANS
Until March 31, 1991, the Company had an Employees' Retirement
Plan (the "Retirement Plan"), a Supplemental Executive Defined Benefit
Retirement Plan, and a Defined Benefit Retirement Equalization Plan under which
an employee would receive retirement benefits under a formula based upon years
of service, salary during the years preceding retirement and the Social Security
wage base. Effective March 31, 1991, the Company curtailed these Retirement
Plans so that no years of service or salary past that date would be considered
in determining retirement benefits. This froze the benefits employees who
continued working for the Company past March 31, 1991 will receive under these
Retirement Plans. The annual benefits Messrs. Fee, Parmelee, Sleeman and Johnson
will receive under the Retirement Plan, the Supplemental Executive Defined
Benefit Retirement Plan and the Defined Benefit Retirement Equalization Plan,
assuming retirements at age 65, will be $87,034, $131,730, $2,847 and $85,594,
respectively. Mr. Gravette was employed after March 31, 1991.
Effective April 1, 1991, the Company instituted a new defined
contribution plan, the Employee's Retirement Income Plan (the "Income Plan"), to
replace the Retirement Plan. Effective December 31, 1993, the Company froze the
benefits under the Income Plan. There will be no further contributions to the
Income Plan. The lump sum benefits (as of January 31, 1995) that Messrs. Fee,
Parmelee, Sleeman and Johnson had accrued under the Income Plan were $51,466,
$51,986, $11,357 and $50,582, respectively. Mr. Gravette was not eligible for
the Income Plan. The Income Plan benefits were transferred to the Company's
401(k) plan as of February 1, 1995.
The Income Plan lump sum benefits (shown above) do not include
the non-qualified Supplemental Plan benefits associated with the Income Plan
which, as of December 31, 1998, were $5,527, $85,022, and $11,524 for Messrs.
Fee, Parmelee and Johnson, respectively. Mr. Sleeman was not eligible for the
Supplemental Plan benefits. These benefits are payable upon retirement or
termination.
Effective January 1, 1994, the Company introduced the
Employees' Cash Balance Retirement Plan (the "Cash Balance Plan"), a defined
benefit plan. Amounts allocated to their respective accounts under the Cash
Balance Plan during 1998 for Messrs. Gravette, Fee, Parmelee, Sleeman and
Johnson were, $44,336, $54,779, $58,063, $15,542 and $34,475, respectively. The
estimated lump sum benefits Messrs. Fee, Parmelee, Sleeman and Johnson, will
receive under the Cash Balance Plan, assuming no change in their current salary
levels, a fixed rate of return of 4-1/2% and retirement at age 65 will be
$369,799, $522,082, $776,242 and $293,024, respectively. Upon retirement, Mr.
Gravette will receive the value of his account which is currently $101,934 plus
interest accrued until his retirement date.
10
<PAGE> 13
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Heinrich Baumann-Steiner who is a member of the Compensation
Committee is chairman of Karl Steiner Holding AG.
In connection with Karl Steiner Holding AG's purchase in September 1992
of 9,000 shares of Series C Preferred Stock and 6,000 shares of Series D
Preferred Stock from the Company for an aggregate purchase price of $15,000,000,
the Company and Karl Steiner Holding AG entered into an Agreement Regarding
Security Holder's Rights, Obligations and Options, dated as of July 20, 1992
(the "Steiner Agreement"). The Steiner Agreement includes, among other things:
(i) a standstill provision which restricted Steiner Holding's ability to
accumulate additional equity in the Company and to take certain other actions
relating to seeking control of the Company; (ii) a provision giving Steiner
Holding the option to maintain its percentage ownership interest in the Company
(the "Position Maintenance Option"); (iii) a provision giving the Company a
right of first refusal under certain circumstances with regard to transfers by
Steiner Holding of more than 5% of the Company's outstanding Common Stock; (iv)
a provision giving Steiner Holding a right of first refusal under certain
circumstances with regard to issuances by the Company of more than 5% of its
outstanding Common Stock; and (v) provisions giving Steiner Holding the option
in 2002 to either sell certain securities to or purchase additional securities
from the Company.
In August 1998, the Company irrevocably waived the standstill provision
referred to above. As a result, the dividend formula on the Series C Preferred
Stock and Series D Preferred Stock changed so that in lieu of being entitled to
dividends at the rate of 8-1/2% per year, holders of the Series C Preferred
Stock and Series D Preferred Stock became entitled to receive only an amount
equal to the dividends, if any, paid on the number of shares of Common Stock
into which the Series C Preferred Stock and Series D Preferred Stock could be
converted.
On December 29, 1998, the Company paid Karl Steiner Holding AG
approximately $1.57 million in consideration of the waiver of its rights to
purchase Common Stock which had accrued through December 28, 1998 under the
Position Maintenance Option. In February 1999, Karl Steiner Holding AG requested
that the Company register, under the Securities Act of 1933, the 2,400,000
shares of Common Stock issuable upon conversion of the Series C Preferred Stock
and Series D Preferred Stock. Under the terms of the Steiner Agreement, the
Company is required to file with the Securities and Exchange Commission a
registration statement relating to the offering of such Common Stock and pay all
expenses related thereto (other than underwriting commissions).
Karl Steiner Holding AG and the Company each own 50% of Turner Steiner
International, LLC ("TSI"), an entity formed to engage in construction-related
activities in most of the world, other than North and Central America,
Switzerland, Germany and France. During 1998, the Company made employees and
space available to TSI for which the Company was reimbursed. The Company also
has guaranteed $2,750,000 of a $5,000,000 letter of credit facility and $275,000
of a $500,000 line of credit facility of TSI. From time to time the Company has
made working capital loans to TSI (at December 31, 1998, the outstanding balance
of these loans, including the balance from prior years and accrued interest, was
$7,172,681). These guarantees and loans were matched by Karl Steiner Holding AG.
COMPENSATION COMMITTEE REPORT
11
<PAGE> 14
TO THE SHAREHOLDERS OF THE TURNER CORPORATION
The purpose of this report is to describe the compensation
policies applied by the Compensation Committee of the Board of Directors of The
Turner Corporation with regard to the Company's executive officers and the basis
for the compensation of Ellis T. Gravette, Jr., the Chief Executive Officer of
the Company, for the year ended December 31, 1998.
The Board of Directors and management of the Company recognize
the necessity to offer competitive compensation to its senior executives. The
Company initiated a study in late 1996 to review the compensation market for
senior construction executives. The conclusion of the study was that the Company
needed to revise its compensation formula to fairly reward its senior officers
and to avoid the possible loss of high performing senior executives to
competitors.
As a result of the review, the Compensation Committee
recommended, and the Board of Directors approved, a new compensation program
designed to reward senior executives based on their individual performance as
well as the performance of the business unit or department where they are
assigned. There are three elements to the compensation program for senior
executives, which are:
- BASE SALARY -- the fundamental compensation to a senior
executive for fulfilling his or her job responsibilities.
- INCENTIVE COMPENSATION PLAN -- In 1997, the Company adopted a
new Incentive Compensation Plan (the "ICP"), which authorizes
payments of awards to executive officers and other designated
employees of the Company solely in cash.
- STOCK OPTIONS -- stock options enable key employees to profit
from increases in the price of the Company's stock.
In 1997, the Compensation Committee accepted management's
recommendation to amend the Stock Option program by placing more emphasis on
granting options based on promotions and performance rather than to provide
stock awards on a once a year automatic approach to all officers. Toward that
end, the Committee approved a Performance Based Bonus Compensation Plan designed
to offer stock based incentives at the business unit level by rewarding
successful performers based on measurable accomplishments.
Consistent with this program, in March 1998, the Committee
recommended to the board, on management's recommendation, the adoption of the
1998 Stock Incentive Plan. The options granted under this plan become
exercisable on the third anniversary of the grant date for employees and will
have a term of 10 years except that the Committee has the discretion to grant
options with different vesting periods and for different terms which cannot
exceed 10 years. Options granted to non-employee Directors are immediately
exercisable. Subsequent to approval of the 1998 Stock Incentive plan by the
shareholders in May of 1998, the Committee approved option grants previously
recommended for officers and an option grant to Mr. Gravette of 50,000 shares
(75,000 after giving effect to the Stock Dividend). Mr. Gravette's option became
fully exercisable 6 months from the date of the grant but would have accelerated
if Mr. Gravette had retired.
Each year the Compensation Committee reviews recommendations
from management as to base salaries of senior executives (other than the Chief
Executive Officer and the President), total awards to senior executives and
other designated employees under the ICP, and numbers of stock options to be
awarded to executives in particular positions. It then makes recommendations to
the entire Board as to the following year's salaries of the Chief Executive
Officer and of the President, the total amount (as a percentage of the Company's
earnings) to be awarded under the ICP and the portions of that total amount to
12
<PAGE> 15
be allocated to the Chief Executive Officer and the President. In addition, it
determines, without action of the Board, the following year's salaries of senior
executives other than the Chief Executive Officer and the President and the
portion of the total amount awarded under the ICP to be allocated to each of
those senior executives.
In 1998, the Compensation Committee reviewed with management the
policies regarding compensation of senior executives. It discussed possible
types of bonuses for executives who had rendered outstanding service, but
ultimately left it to management to determine the form these bonuses would take.
It approved promotions recommended by management and management's
recommendations regarding stock options. It also approved management's
recommendations regarding 1998 salaries for senior executives. In doing this,
the Compensation Committee reaffirmed that management is principally responsible
for compensation decisions, except with regard to the Chief Executive Officer
and the President. Consistent with this, it authorized management to make any
changes it deemed appropriate in salaries which had not been presented to the
Compensation Committee. The Compensation Committee expressed general approval of
the fact that recommended salary increases were based on individuals'
performance, not solely on the positions held by them. In December of 1998, the
Committee reviewed and approved the Incentive Compensation levels established
for the officers of the Company. It also approved and recommended to the Board
of Directors Incentive Compensation awards for Messrs. Gravette, Fee, Parmelee
and Sleeman.
As relates to Mr. Gravette, his Incentive Compensation award reflected
the improved performance of the Company in 1998. In March 1998, the Compensation
Committee recommended to the Board for approval the immediate distribution to
Mr. Gravette of the 112,500 shares of Common Stock (168,750 shares after giving
effect to the Stock Dividend) subject to the Restricted Stock Units which had
been granted in 1997. In conjunction with this distribution, 42,930 shares
(64,395 shares after giving effect to the Stock Dividend) were withheld to
satisfy tax withholding requirements.
Section 162(m) of the Internal Revenue Code places a limit on the
amount of certain types of compensation for the chief executive officer and each
of the four other most highly compensated executive officers which may be tax
deductible by the Company. The Company's policy is, primarily, to design and
administer compensation plans which support the achievement of the Company's
objectives and enhance stockholder value. Where it is consistent with this
compensation philosophy, the Compensation Committee will also take into
consideration structuring compensation programs that are tax deductible by the
Company. The stock option, stock appreciation rights and performance award
provisions of the 1998 Stock Incentive Plan that was approved by the
shareholders at the 1998 Annual Meeting have been designed so that compensation
attributable to such awards can qualify as "performance based compensation" for
purposes of Section 162(m) and consequently be tax deductible.
GORDON A. WALKER
CHARLES H. MOORE, Jr. LEIF LOMO
WALTER G. EHLERS HEINRICH BAUMANN-STEINER
13
<PAGE> 16
THE TURNER CORPORATION
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
AMONG THE TURNER CORPORATION, THE S & P 500 INDEX,
THE AMEX MARKET VALUE INDEX AND CONSTRUCTION PEER GROUP
Cumulative Total Return
-------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
12/93 12/94 12/95 12/96 12/97 12/98
THE TURNER CORPORATION 100 105 106 130 335 349
PEER GROUP 100 106 116 106 158 116
S & P 500 100 101 139 171 229 294
AMEX MARKET VALUE 100 91 115 122 148 151
</TABLE>
COMPANIES IN PEER GROUP ARE WEIGHTED BY MARKET CAPITALIZATION; INDEXED TO 100 AT
DECEMBER 31, 1993. DIVIDENDS REINVESTED OVER PERIOD.
The Turner Corporation has one active business segment: Construction.
The Construction Peer Group is made up of companies with market capitalization
of not more than $500 million that are engaged primarily in providing
construction/engineering services for business sectors other than home building
and infrastructure: Michael Baker Corp., Perini Corp. and Stone & Webster Inc.
The Construction Peer Group has dropped CRSS, Inc. and Guy F. Atkinson which no
longer meet the group criteria.
Until 1996, the chart included a Real Estate Peer Group. Since the
Company has substantially reduced its real estate holdings over the past five
years and its real estate holdings no longer have a significant impact on the
Company's earnings, the Company decided it would no longer be relevant to
compare the Company to a Real Estate Peer Group.
14
<PAGE> 17
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP was appointed by the Board of Directors,
with the recommendation of the Audit Committee, as independent public
accountants to audit the accounts of the Company and its subsidiaries for 1998.
A representative of Arthur Andersen LLP is expected to be present at the annual
meeting and will have an opportunity to make a statement if he or she desires to
do so. That person will be available to answer appropriate questions.
Arthur Andersen LLP rendered the following services to the
Company in 1998: reading of unaudited quarterly financial information,
assistance and consultation in connection with filings with the Securities and
Exchange Commission and with various other governmental and regulatory agencies,
consultation in connection with various tax and audit-related accounting
matters, contract audit and tax services.
GENERAL
The enclosed proxy is solicited by the Board of Directors of
The Turner Corporation to be voted at the 1999 Annual Meeting of Stockholders.
All shares represented by proxies delivered prior to the meeting will be voted
in the manner specified on the proxies. If no vote is specified, and the proxy
does not show that the stockholder wants to abstain or that for any other reason
the shares are not to be voted, proxies will be voted for the nominees for
directorships named above. Any stockholder who signs and returns a proxy may
revoke it at any time prior to the vote by notifying the Secretary in writing. A
vote in person at the meeting will revoke a proxy as to the matters voted upon.
However, the presence of a stockholder at the meeting will not revoke a proxy as
to matters on which the stockholder does not vote in person.
The Board of Directors has no reason to believe that any
nominee for a directorship will be unable to serve if elected. If any nominee
should become unable to serve, proxies may be voted for the election of another
person designated by the Board of Directors.
The Board of Directors knows of no other matters which may be
presented for stockholder action at the meeting. If other matters do properly
come before the meeting, the persons named in the proxies will have authority to
vote in accordance with their judgment.
Stockholders of record at the close of business on March 22,
1999 will be entitled to vote at the meeting. At the close of business on March
22, 1999, the Company had outstanding 7,902,848 shares of Common Stock, 838,731
shares of Series B ESOP Preferred Stock. 6,000 shares of Series D Preferred
Stock and 9,000 shares of Series C Preferred Stock. The Common Stock, the Series
B ESOP Preferred Stock and the Series D Preferred Stock are voted as a single
class on all matters. The Series C Preferred Stock is voted together with the
Common Stock, the Series B ESOP Preferred Stock and the Series D Preferred Stock
on any matters other than the election of directors. Each share of Common Stock
is entitled to one vote. Each share of Series B ESOP Preferred Stock is entitled
to one and one-half votes. Each 9 shares of Series C Preferred Stock is entitled
to 1,500 votes, and each share of Series D Preferred Stock is entitled to 150
votes.
15
<PAGE> 18
In addition to the distribution of proxy material by mail,
directors, officers and employees of the Company and its subsidiaries may
solicit proxies by telephone or in person. The cost of all such solicitations
will be borne by the Company. The Company will reimburse brokerage houses,
custodians, nominees and fiduciaries for expenses in forwarding solicitation
material to beneficial owners. The Company has retained D. F. King & Co. to
assist in the solicitation of proxies. The fee of that firm is estimated not to
exceed $9,000 plus out-of-pocket costs and expenses.
NEXT ANNUAL MEETING
Any proposals of security holders intended to be presented at
the 2000 Annual Meeting of Stockholders must be received by The Turner
Corporation by December 1, 1999 whether or not such proposals are intended for
inclusion in the proxy statement and form of proxy relating to that meeting.
By Order of the Board of Directors
THE TURNER CORPORATION
SARA J. GOZO
Secretary
March 30 , 1999
The Company's Annual Report to Stockholders includes a copy of its Annual Report
on Form 10-K for the year ended December 31, 1998 which was filed with the
Securities and Exchange Commission, including financial statements. Anyone
entitled to vote at the meeting who did not receive a copy of the Annual Report
to stockholders may obtain a copy without cost by requesting it from the
Secretary of the Company at the address specified on the first page of this
proxy statement.
16
<PAGE> 19
/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 nominees name
on the line below:
- --------------------------------------------------------------------------------
(Nominees: Ellis T. Gravette, Jr., Charles H. Moore, Jr., Gordon A. Walker. )
2. In their discretion upon any other matter that may properly come before the
meeting.
FOR AGAINST WITHHELD
/ / / / / /
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
- --------------------------------------------------------------------------------
Detach Voting Instructions Card Here
TURNER Annual Meeting
of
The Turner Corporation
Stockholders
Friday, May 7, 1999
11:00 a.m.
Millennium Broadway
Conference Center, 5th Floor
Room 508
145 West 44th Street
New York, NY 10036
AGENDA
Election of three directors
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> 20
THE TURNER CORPORATION
Voting Instructions Solicited on Behalf of the Board of Directors of the Company
for the Annual Meeting of Stockholders, May 7, 1999
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 May 7, 1999 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:
Ellis T. Gravette, Jr.,
Charles H. Moore, Jr.,
Gordon A. Walker
2. In their discretion upon any other matter that may properly come
before the meeting
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
TURNER ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1999, 11: 00 A.M.
Millennium Broadway
Conference Center, 5th Floor
Room 508
145 West 44th Street
New York, NY 10036
<PAGE> 21
/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 nominees name
on the line below:
(Nominees: Ellis T. Gravette, Jr., Charles H. Moore, Jr., Gordon A. Walker.)
2. 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
TURNER Annual Meeting
of
The Turner Corporation
Stockholders
Friday, May 7, 1999
11:00 a.m.
Millennium Broadway
Conference Center, 5th Floor
Room 508
145 West 44th Street
New York, NY 10036
AGENDA
Election of three directors
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.
<PAGE> 22
P
R
O
X
Y
PROXY
THE TURNER CORPORATION
Annual Meeting of Stockholders, May 7, 1999
The undersigned hereby appoints Robert E. Fee. 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 7, 1999 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
TURNER Annual Meeting of Stockholders
May 7, 1999, 11:00 a.m.
Millennium Broadway
Conference Center,
5th Floor, Room 508
145 West 44th Street
New York, NY 10036
<PAGE> 23
PROXY
THE TURNER CORPORATION
P ANNUAL MEETING OF STOCKHOLDERS MAY 7, 1999
R
O
X The undersigned hereby appoints Robert E. Fee and Sara J. Gozo and each
Y 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 7, 1999 at 11:00 A.M. Eastern
Daylight Saving Time, and at any adjournment 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
<PAGE> 24
PLEASE MARK YOUR
X VOTE AS IN THIS
EXAMPLE
IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
DIRECTOR NOMINEES NAMED BELOW.
- ------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE BELOW MATTERS.
- ------------------------------------------------------------------------------
FOR WITHHELD YES NO
DO YOU PLAN TO
1. ELECTION OF / / / / ATTEND THE / / / /
DIRECTORS. ANNUAL MEETING?
TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE LIST
THAT NOMINEE'S NAME ON THE LINE BELOW:
(NOMINEES: ELLIS T. GRAVETTE, JR., CHARLES H. MOORE, JR., GORDON A. WALKER)
- ---------------------------------------------------------------------------
2. IN THEIR DISCRETION UPON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE
THE MEETING.
- -------------------------------------------------------------------------------
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
<PAGE> 25
TURNER
March 30, 1999
To Participants in the Employee Stock Ownership Plan:
As a participant in The Turner Corporation Employee Stock Ownership Plan,(the
"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 shares of Class B ESOP
Convertible Preference Stock (the "Class B ESOP Stock") at the Company's Annual
Stockholders Meeting on May 7, 1999. 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 voting instructions for shares allocated to any
participant's (or beneficiary's)account are not received by the Trustee, such
shares will not be voted. 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.
/s/ Sara J. Gozo
----------------
Sara J. Gozo
Secretary
<PAGE> 26
April 16, 1999
TURNER
Dear Stockholder:
Our records indicate that we have not yet received your proxy for the Annual
Meeting to be held on May 7, 1999. A proxy card was mailed to you on March 30.
1999, 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,
/s/ Sara J. Gozo
Sara J. Gozo
Secretary
