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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D*
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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THE TURNER CORPORATION
(NAME OF SUBJECT COMPANY)
RWE AG
HOCHTIEF AG
BETA ACQUISITION CORP.
(BIDDERS)
COMMON STOCK, PAR VALUE $1.00 PER SHARE (INCLUDING THE ASSOCIATED RIGHTS)
SERIES C 8 1/2% CONVERTIBLE PREFERENCE STOCK, PAR VALUE $1.00 PER SHARE
SERIES D 8 1/2% CONVERTIBLE PREFERENCE STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
COMMON STOCK: 900273103
SERIES C 8 1/2% CONVERTIBLE PREFERENCE STOCK: NONE
SERIES D 8 1/2% CONVERTIBLE PREFERENCE STOCK: NONE
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DR.-ING. BERNHARD BURKLIN
HOCHTIEF AG
OPERNPLATZ 2
45128 ESSEN
GERMANY
(011) 49-201-824-0
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDERS)
WITH COPIES TO:
SPENCER D. KLEIN, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
212-848-4000
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* This Statement also constitutes Amendment No. 2 to the Statement on Schedule
13D of the Bidders with respect to the Securities of The Turner Corporation
which may be deemed to be beneficially owned by the Bidders.
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This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 and
Amendment No. 2 to the Statement on Schedule 13D (collectively, the "Schedule
14D-1/13D"), filed with the Securities and Exchange Commission on August 20,
1999 (the "Schedule 14D-1/13D"), as amended, relates to an offer by Beta
Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect wholly
owned subsidiary of HOCHTIEF AG, a corporation organized under the laws of
Germany ("Parent"), to purchase (i) all the issued and outstanding shares of
common stock, par value $1.00 per share ("Company Common Stock"), including the
associated rights (the "Rights") issued pursuant to the Rights Agreement, dated
as of September 21, 1998, between the Company (as defined below) and First
Chicago Trust Company of New York, as rights agent (the "Rights Agreement"), of
The Turner Corporation, a Delaware corporation (the "Company"), and (ii) all
the issued and outstanding shares of (A) Series C 8 1/2% Convertible Preference
Stock, par value $1.00 per share, of the Company ("Series C Preferred Stock")
and (B) Series D 8 1/2% Convertible Preference Stock, par value $1.00 per share,
of the Company ("Series D Preferred Stock" and, together with the Series C
Preferred Stock being hereinafter collectively referred to as the "Company
Preferred Stock"), at a price of $28.625 per share of Company Common Stock
(such amount being the "PerShare Amount"), $4,770.8333 per share of Series C
Preferred Stock and $4,293.75 per share of Series D Preferred Stock, in each
case, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated August 20, 1999, and in the related
Letters of Transmittal (each, a "Letter of Transmittal"; which, together with
the Offer to Purchase and any amendments or supplements thereto collectively
constitute the "Offer"), copies of which were attached as exhibits to the
Schedule 14D-1/13D.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the following
exhibits thereto:
Exhibit (a)(15) Letter to Participants of The Turner Corporation
Employee Stock Purchase Plan from First Chicago Trust Company of New York,
dated August 31, 1999.
Exhibit (a)(16) Instruction Form to Participants of The Turner
Corporation Employee Stock Purchase Plan for Instructions to First Chicago
Trust Company of New York.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
September 1, 1999
RWE AG
BY: /s/ GEORG LAMBERTZ
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NAME: Georg Lambertz
TITLE: Senior Vice President-Finance
RWE AG
BY: /s/ HARALD WILDE
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NAME: Harald Wilde
TITLE: Senior Vice President-Legal
Department
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
September 1, 1999
HOCHTIEF AG
BY: /s/ HARTMUT PAULSEN
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NAME: Hartmut Paulsen
TITLE: General Counsel and Company
Secretary
HOCHTIEF AG
BY: /s/ HELMUT RUHL
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NAME: Helmut Ruhl
TITLE: Managing Executive
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
September 1, 1999
BETA ACQUISITION CORP.
BY: /s/ BERNHARD BURKLIN
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NAME: Bernhard Burklin
TITLE: Vice President, Treasurer and
Secretary
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EXHIBIT (A)(15)
FIRST CHICAGO TRUST COMPANY OF NEW YORK
CORPORATE ACTIONS
SUITE 4660
P.O. BOX 2569
JERSEY CITY, NJ 07303-2569
August 31, 1999
Dear Participants of The Turner Corporation Employee Stock Purchase Plan:
As a holder of shares of common stock, par value $1.00 per share, including
the associated rights (collectively, the "Shares"), of The Turner Corporation
(the "Company"), we are delivering to you with this letter a copy of the Offer
to Purchase, dated August 20, 1999 (the "Offer to Purchase") and the
Solicitation/Recommendation Statement of the Company in connection with the
offer (the "Offer") by Beta Acquisition Corp., a Delaware corporation ("Beta")
and an indirect wholly owned subsidiary of HOCHTIEF AG, a corporation organized
under the laws of Germany ("Hochtief"), to purchase all of the issued and
outstanding Shares, at a price of $28.625 per Share, net to the seller in cash.
The enclosed Offer to Purchase and Solicitation/Recommendation Statement of the
Company describe the tender offer in greater detail, including the conditions
that must be satisfied before Beta will purchase shares in the tender offer.
After Beta purchases shares in the tender offer, Turner will merge with Beta.
Thereafter, the Company will be a wholly owned subsidiary of Hochtief.
Any Shares purchased by you through the Company's Employee Stock Purchase
Plan (the "ESPP") and held by First Chicago Trust Company of New York ("First
Chicago") on your behalf may be tendered by First Chicago pursuant to your
instructions. The Offer is scheduled to expire at 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON SEPTEMBER 17, 1999 (the "Expiration Date"), unless the Offer is
extended, in which event the term "Expiration Date" shall mean the latest time
and date at which the Offer shall expire.
TO INSTRUCT FIRST CHICAGO TO TENDER SHARES HELD BY FIRST CHICAGO IN YOUR
ESPP ACCOUNT AT THE TIME OF THE EXPIRATION DATE AND TO DELIVER SUCH SHARES TO
THE DEPOSITARY FOR THE OFFER, PLEASE COMPLETE THE ATTACHED INSTRUCTION FORM AND
RETURN IT TO FIRST CHICAGO IN THE ENVELOPE PROVIDED PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON OR BEFORE WEDNESDAY, SEPTEMBER 15, 1999, THE DATE WHICH IS TWO
DAYS PRIOR TO THE CURRENT EXPIRATION DATE, SO THAT FIRST CHICAGO MAY PROPERLY
TENDER SUCH SHARES TO THE DEPOSITARY PRIOR TO THE EXPIRATION DATE. PLEASE NOTE
THAT IF THIS FORM IS NOT RECEIVED AS OF THE EFFECTIVE DATE, YOUR SHARES WILL NOT
BE TENDERED, UNLESS FIRST CHICAGO DETERMINES THAT IT IS LEGALLY OBLIGATED TO DO
SO.
In order to ensure that your instructions to First Chicago remain
confidential, please return the Instruction Form directly to First Chicago. Your
instructions to First Chicago will be kept confidential.
If you previously signed and returned a Letter of Transmittal in connection
with Shares held by you outside your ESPP account, you must still complete the
Instruction Form and return it to First Chicago in order to tender Shares held
by you in your ESPP account. The Instruction Form will serve as confirmation of
your tender of the Shares held by First Chicago in your ESPP account and as
authorization for First Chicago to deliver such Shares to the Depositary.
If you have any questions with regard to the Offer to Purchase and
associated tender offer materials in connection with the Offer, or if you have
not received any of the offer materials, please call Innisfree M&A Incorporated
at 1-888-750-5834.
If you have any questions with regard to your ESPP account Shares held by
First Chicago, please call First Chicago's Shareholder Services staff at
1-800-311-4816.
Sincerely,
First Chicago Trust Company of New York,
as
Administrator of The Turner Corporation
Employee Stock Purchase Plan
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EXHIBIT (A)(16)
INSTRUCTION FORM
INSTRUCTIONS TO FIRST CHICAGO TRUST COMPANY OF NEW YORK AS ADMINISTRATOR OF THE
TURNER CORPORATION EMPLOYEE STOCK PURCHASE PLAN (THE "PLAN") IN RESPONSE TO THE
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING COMMON SHARES OF THE TURNER
CORPORATION AT $28.625 NET PER SHARE BY BETA ACQUISITION CORP. (THE "OFFER")
YOUR
SHARES:
THE FIRST CHICAGO TRUST COMPANY OF NEW YORK AS ADMINISTRATOR MAKES NO
RECOMMENDATION AS TO YOUR DECISION TO TENDER OR NOT TO TENDER SHARES ALLOCATED
TO YOUR ACCOUNT.
Please check ONE box below:
[ ] YES, TENDER all of the Shares allocated to my account.
[ ] YES, TENDER only the number of the Shares allocated to my account, as
indicated below:
Number of Shares to be tendered (in whole numbers):
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[ ] NO, DO NOT TENDER any Shares allocated to my account.
As a participant in The Turner Corporation Employee Stock Purchase Plan, I
acknowledge receipt of the Offer to Purchase For Cash All Outstanding Common
Stock of The Turner Corporation at $28.625 Net Per Common Share by Beta
Acquisition Corp. I hereby direct First Chicago Trust Company of New York, as
administrator of the Plan to tender or not to tender the Shares allocated to my
account under the Plan as indicated above.
I understand that if I sign, date and return this Instruction Form but do not
provide First Chicago Trust Company of New York, as administrator of the Plan
with direction, First Chicago Trust Company of New York, as administrator of the
Plan will treat this action as an instruction by me not to tender the Shares
allocated to my account.
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Signature Date
Your instructions may be changed or revoked at any time up until the deadline by
delivering a new Instruction Form to the tabulator.
