-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RNgsHR5YQwmJpMvOS69jnfYgh0W3bR/rHBnhQIDKWaAzxDFWqalSbHv6X9XmNlwO fhms+xTXace7EOdiVzcWFQ== 0000095301-06-000036.txt : 20060417 0000095301-06-000036.hdr.sgml : 20060417 20060417164646 ACCESSION NUMBER: 0000095301-06-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060417 DATE AS OF CHANGE: 20060417 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUA CORP /DE/ CENTRAL INDEX KEY: 0000095301 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 131885030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-09976 FILM NUMBER: 06762749 BUSINESS ADDRESS: STREET 1: 200 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2129865500 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: SUN CHEMICAL CORP DATE OF NAME CHANGE: 19870521 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL PRINTING INK CORP DATE OF NAME CHANGE: 19710510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDER NORMAN E/ CENTRAL INDEX KEY: 0001015725 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SEQUA CORP STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2127013685 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D/A 1 apr06_cla.htm SCHED 13D - CLASS A - AMEND #10 SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

Sequa Corporation

(Name of Issuer)

Class A Common Stock, no par value

(Title of Class of Securities)

81732 010

(CUSIP Number)

Norman E. Alexander

c/o Sequa Corporation

200 Park Avenue

New York, New York 10166

                                                         Telephone: (212) 986-5500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 10, 2006

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d‑1(e), 240.13d‑1(f) or 240.13d‑1(g), check the following box  [ ].

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 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).

CUSIP NO. 81732 010

NAMES OF REPORTING PERSONS: Norman E. Alexander

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

                                    (a) [X] (b) [ ]

SEC USE ONLY

SOURCE OF FUNDS (See Instructions):

            PF

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) OR 2(e)                                          [ ]

CITIZENSHIP OR PLACE OF ORGANIZATION:

U.S.

NUMBER OF

SHARES

7)

SOLE VOTING POWER

3,667,962

 

BENEFICIALLY

OWNED BY

EACH

REPORTING

8)

9)

SHARED VOTING POWER

464,323

SOLE DISPOSITIVE POWER

3,667,962

 

PERSON WITH

10)

SHARED DISPOSITIVE POWER

464,323

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON:         4,132,285

CHECK IF THE AGGREGATE AMOUNT IN ROW (11)

EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

43.7

TYPE OF REPORTING PERSON (See Instructions):  IN

                                                                

The Schedule 13D Statement previously filed with the Securities and Exchange Commission by Norman E. Alexander and the following corporations which are directly or indirectly wholly-owned by Mr. Alexander (except for Forfed Corporation which is controlled by Mr. Alexander): Fifty Broad Street, Inc. (“Fifty Broad”), a New York corporation; Forfed Corporation (“Forfed”), a Delaware corporation; 42 New Street, Inc. (“42 New”), a New York corporation; Courtney Corporation (formerly known as “Galleon Syndicate Corporation”) (“Courtney”), a Delaware corporation; and Youandi Corporation (“Youandi”), a New York corporation (the “Corporations”) with respect to Sequa Corporation Class A Common Stock (the “Class A Shares”) is amended by the following information.

Item 3.         Source and Amount of Funds or Other Consideration.

The 8,500 Class A Shares deemed acquired by Mr. Alexander and that are the subject of this Amendment 10 were acquired as a result of his acquisition of 8,500 Class B Shares in exchange for $806,395 on April 10, 2006 pursuant to the terms of the grantor retained annuity trust known as “Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i dtd April 13, 2004” (the “April 2004 Trust”).  The per share price of the Class B Shares was determined by using the average of the high and low price of such shares on April 7, 2006.

Item 5.      Interest in Securities of the Issuer.

Mr. Alexander, individually and through the Corporations, the Norman E. Alexander Family Foundation (the “Foundation”), the Sequa 401(k) Plan and through the grantor retained annuity trust known as “Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i dtd July 13, 2005” (the “July 2005 Trust”), beneficially owns an aggregate of  2,121,126 Class A Shares which is approximately 28.3% of the outstanding Class A Shares (23,334 of such Class A Shares are issuable pursuant to presently excercisable options).  If all of the Sequa Corporation Class B Common Stock (“Class B Shares”) beneficially owned by Mr. Alexander (including the shares of Class B Common Stock Shares beneficially owned through the April 2004 Trust and a second grantor retained annuity trust known as “Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i dtd July 13, 2005” (the “Second July 2005 Trust”) were converted to Class A Shares, then Mr. Alexander would own 4,132,285 Class A Shares which would be 43.7% of the Class A Shares then outstanding.

Each of the above Corporations and the Foundation has the sole right to vote and dispose of all of its Class A Shares, but Mr. Alexander, by virtue of his ownership and positions with the Corporations and the Foundation, has the power to vote and dispose of all of the Class A Shares owned by the Corporations and the Foundation.  The July 2005 Trust has the shared right to vote and dispose of all of its Class A Shares, but Mr. Alexander retains the right to dispose of the Class A Shares in accordance with the terms of the July 2005 Trust.  Mr. Alexander has the sole right to vote and dispose of the 8,500 Class A Shares acquired upon conversion of the 8,500 Class B Shares held by Mr. Alexander.  Each of the April 2004 Trust and the Second July 2005 Trust has the shared right to vote and dispose of all of the Class A Shares acquired upon conversion of the Class B Shares owned by such Trusts, but Mr. Alexander retains the right to dispose of the Class A Shares acquired upon such conversion of the Class B Shares in accordance with the terms of the April 2004 Trust and Second July 2005 Trust, respectively.

On April 10, 2006, the April 2004 Trust exchanged 8,500 Class B Shares for the cash equivalent thereof, $806,395, with  Mr. Alexander.  The Class B Shares are convertible into Class A Shares on a one-to-one basis.

Item 6.      Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.

On April 10, 2006, Norman E. Alexander, pursuant to the terms of the April 2004 Trust, delivered a letter to the April 2004 Trust directing that 8,500 Class B Shares be exchanged for the cash value thereof.

.

Item 7.      Material to be Filed as Exhibits.

Exhibit 3     Letter dated April 10, 2006, from Norman E. Alexander to the grantor retained annuity trust known as “Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i dtd April 13, 2004”.


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. 

April 17, 2006

FIFTY BROAD STREET, INC.

FORFED CORPORATION

42 NEW STREET, INC.

YOUANDI CORPORATION

COURTNEY CORPORATION

/s/ Norman E. Alexander

------------------------------------

Norman E. Alexander

Individually and on behalf of

the above named Corporations

As President or Chairman

                                                                                                                                     

EX-3 2 ex3apr06_cla.htm EXHIBIT 3

                                                                                                                                    EXHIBIT 3

NORMAN E. ALEXANDER

c/o Sequa Corporation

200 Park Avenue

New York, New York 10166

                                                                                                                                                                         &n bsp;                                                                                                                                                                      April 10, 2006

Ms. Gail Binderman, Trustee

Gail Binderman, Mark Alexander

and Sharon Zoffness as Trustees

u/i dtd April 13, 2004

c/o Hartman & Craven LLP

488 Madison Avenue

New York, New York 10022

Dear Ms. Binderman:

            I refer to the trust known as “Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i dtd April 13, 2004” (the “Trust”).

            Pursuant to Section ELEVENTH of the Trust, I hereby exercise my right to substitute cash in exchange for eight thousand five hundred (8,500) shares of the Class B Common Stock, no par value, of Sequa Corporation (the “Class B Stock”).

            The amount of cash being deposited with the Trust in substitution for the eight thousand five hundred (8,500) shares of Class B Stock is $806,395, a per share price of $94.87 (being the average of the high and low price of the Class B Stock on the New York Stock Exchange on April 7, 2006).  Enclosed herewith is a check payable to the Trust in the amount of $750,000.  The balance of $56,395 shall be paid to the Trust within one (1) week of the date hereof.

            Please instruct the transfer agent for the shares of Class B Stock to issue a certificate in my name representing the eight thousand five hundred (8,500) shares of Class B Stock being exchanged hereunder.

            Thank you for your attention to this matter.

           

                                                                                                                                                                         &n bsp;                                                                                                                                                                                                                      Sincerely yours,

                                                                                               

                                                                                                                                                                        /s/ Norman E. Alexander

                                                                                                                                                                        Norman E. Alexander

Enc.

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