SECURITIES AND EXCHANGE COMMISSION

0000095301-06-000042.txt : 20060508 0000095301-06-000042.hdr.sgml : 20060508 20060508144725 ACCESSION NUMBER: 0000095301-06-000042 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060508 DATE AS OF CHANGE: 20060508 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: 06816265 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: BINDERMAN GAIL ALEXANDER MARK & ZOFFNESS SHARON AS TR U/I DA CENTRAL INDEX KEY: 0001170753 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O HARTMAN CRAVEN LLP STREET 2: 460 PRK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127537500 MAIL ADDRESS: STREET 1: HARTMAN & CRAVENLLP STREET 2: 460 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 grat04bamend3.htm SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Sequa Corporation

(Name of Issuer)

Class B Common Stock, no par value

(Title of Class of Securities)

81732 020

(CUSIP Number)

Joel I. Frank, Esq.

Hartman & Craven LLP

488 Madison Avenue

New York, NY 10022

(212) 753-7500

(Name, Address and Telephone Number of Person Authorized to Received Notices

and Communications)

April 27, 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 followingbox /__/.

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).

SCHEDULE 13D

CUSIP No. 81732 020

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i dtd

April 13, 2004

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)__

(b)__

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

EACH

REPORTING

SHARED VOTING POWER

128,220

SOLE DISPOSITIVE POWER

PERSON WITH

10)

SHARED DISPOSITIVE POWER

128,220

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

128,220

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.9 (1)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Based on 3,317,772 shares outstanding at April 28, 2006, as disclosed by the Issuer in its Form 10-Q for the quarter ended March 31, 2006.

SCHEDULE 13D

CUSIP No. 81732 020

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Gail Binderman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)__

(b)__

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

EACH

REPORTING

SHARED VOTING POWER

128,220

SOLE DISPOSITIVE POWER

PERSON WITH

10)

SHARED DISPOSITIVE POWER

128,220

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

128,220

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.9 (1)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Based on 3,317,772 shares outstanding at April 28, 2006, as disclosed by the Issuer in its Form 10-Q for the quarter ended March 31, 2006.

SCHEDULE 13D

CUSIP No. 81732 020

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Mark Alexander

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)___

(b)___

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

EACH

REPORTING

SHARED VOTING POWER

128,220

SOLE DISPOSITIVE POWER

PERSON WITH

10)

SHARED DISPOSITIVE POWER

128,220

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

128,220

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.9 (1)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Based on 3,317,772 shares outstanding at April 28, 2006, as disclosed by the Issuer in its Form 10-Q for the quarter ended March 31, 2006.

SCHEDULE 13D

CUSIP No. 81732 020

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Sharon Zoffness

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)___

(b)___

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

EACH

REPORTING

SHARED VOTING POWER

128,220

SOLE DISPOSITIVE POWER

PERSON WITH

10)

SHARED DISPOSITIVE POWER

128,220

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

128,220

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.9 (1)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Based on 3,317,772 shares outstanding at April 28, 2006, as disclosed by the Issuer in its Form 10-Q for the quarter ended March 31, 2006.

The Trustees (as defined in the Schedule (as defined below)) hereby amend and supplement the Schedule 13D originally filed with the Securities and Exchange Commission on April 22, 2004 and amended on July 22, 2005 and April 17, 2006 (collectively, the ASchedule@) as follows:

This Schedule relates to the Class B common stock, no par value (AClass B Stock@), of Sequa Corporation, a Delaware corporation (the AIssuer@).

AItem 5. Interest in Securities of the Issuer.

Item 5(a) of the Schedule is hereby amended by deleting the existing text and inserting the following text in its stead:

“(a) Each of the April 2004 Trust and the Trustees beneficially owns (as defined by Rule 13d-3 under the Act) 128,220 shares, or 3.9%, of the shares of Class B Stock outstanding as of April 28, 2006.”

Item 5(b) of the Schedule is hereby amended by deleting the existing text and inserting the following text in its stead:

“(b) Each of the April 2004 Trust and the Trustees has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of 128,220 shares of Class B Stock. Norman E. Alexander retains the right to dispose of 128,220 shares of Class B Stock in accordance with the terms of the April 2004 Trust.”

Item 5(c) of the Schedule is hereby amended by deleting the existing text and inserting the following text in its stead:

“Other than the exchange of (i) 125,492 shares of Class B Stock for 125,385 shares of the Class A common stock, no par value, of the Issuer (the “Class A Stock”) with Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i dtd July 13, 2005 (the “July 2005 Trust”) on April 27, 2006 and (ii) 27,524 shares of Class B Stock for 27,500 shares of Class A Stock with Courtney Corporation, a Delaware corporation (“Courtney”) on April 27, 2006, there were no transactions in the Class B Stock effected by the April 2004 Trust or the Trustees during the past sixty days. See Item 6.”

AItem 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule is hereby amended by inserting the following text as the last paragraph thereof:

“On April 27, 2006, the April 2004 Trust entered into a letter agreement with (i) the July 2005 Trust pursuant to which the April 2004 Trust exchanged 125,492 shares of Class B Stock for 125,385 shares of Class A Stock with the July 2005 Trust and (ii) Courtney pursuant to which the April 2004 Trust exchanged 27,524 shares of Class B Stock for 27,500 shares of Class A Stock with Courtney.”

Item 7. Material to be Filed as Exhibits.

Exhibit 4. Letter dated April 27, 2006, from the grantor retained annuity trust known as “Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i dtd April 13, 2004” to the grantor retained annuity trust known as “Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i dtd July 13, 2005.”

Exhibit 5. Letter dated April 27, 2006, from the grantor retained annuity trust known as “Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i dtd April 13, 2004” to Courtney Corporation.

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.

May 8, 2006

Gail Binderman, Mark Alexander and Sharon

Zoffness as Trustees u/i dtd April 13, 2004

By: /s/ Gail Binderman

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

Gail Binderman

Trustee

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.

May 8, 2006

/s/ Gail Binderman

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

Gail Binderman

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.

May 8, 2006

/s/ Mark Alexander

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

Mark Alexander

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.

May 8, 2006

/s/ Sharon Zoffness

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

Sharon Zoffness

EX-4 2 grat04b_ex4.htm APRIL 27 LETTER TO GRAT EXHIBIT 4

EXHIBIT 4

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

April 27, 2006

Ms. Gail Binderman

Trustee

Gail Binderman, Mark Alexander

and Sharon Zoffness as Trustees

u/i dtd July 15, 2005

c/o Hartman & Craven LLP

488 Madison Avenue

New York, New York 10022

Re: Exchange of Shares

Dear Gail:

This letter is to confirm our agreement as of the date hereof to effect the following exchange of shares:

1. Effective as of April 27, 2006, Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i dtd April 13, 2004 (the “April 2004 Trust”), hereby assign and convey, free of any and all liens, claims and encumbrances, 125,492 shares of the Class B common stock of Sequa Corporation, a Delaware corporation (“Sequa”), to Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i dtd July 13, 2005 (the “July 2005 Trust”) in exchange for 125,385 shares of the Class A common stock of Sequa.

2. Effective as of April 27, 2006, the July 2005 Trust hereby assigns and conveys, free of any and all liens, claims and encumbrances, 125,385 shares of the Class A common stock of

Sequa to the April 2004 Trust in exchange for 125,492 shares of the Class B common stock of Sequa.

Very truly yours,

GAIL BINDERMAN, MARK ALEXANDER

AND SHARON ZOFFNESS AS TRUSTEES

U/I DTD APRIL 13, 2004

By: /s/ Mark Alexander

Mark Alexander

Trustee

ACCEPTED AND AGREED TO AS OF

THE DATE FIRST SET FORTH ABOVE:

GAIL BINDERMAN, MARK ALEXANDER

AND SHARON ZOFFNESS AS TRUSTEES

U/I DTD JULY 13, 2005

By: /s/ Gail Binderman

Gail Binderman

Trustee

EX-5 3 grat04b_ex5.htm APRIL 27 LETTER TO COURTNEY CORP. EXHIBIT 5

EXHIBIT 5

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

April 27, 2006

Mr. Norman E. Alexander

President

Courtney Corporation

200 Park Avenue

New York, New York 10166

Re: Exchange of Shares

Dear Mr. Alexander:

This letter is to confirm our agreement as of the date hereof to effect the following exchange of shares:

1. Effective as of April 27, 2006, Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i dtd April 13, 2004 (the “April 2004 Trust”), hereby assign and convey, free of any and all liens, claims and encumbrances, 27,524 shares of the Class B common stock of Sequa Corporation, a Delaware corporation (“Sequa”), to Courtney Corporation (“Courtney”) in exchange for 27,500 shares of the Class A common stock of Sequa.

2. Effective as of April 27, 2006, Courtney hereby assigns and conveys, free of any and all liens, claims and encumbrances, 27,500 shares of the Class A common stock of Sequa to the April 2004 Trust in exchange for 27,524 shares of the Class B common stock of Sequa.

Very truly yours,

GAIL BINDERMAN, MARK ALEXANDER

AND SHARON ZOFFNESS AS TRUSTEES

U/I DTD APRIL 13, 2004

By: /s/ Gail Binderman

Gail Binderman

Trustee

ACCEPTED AND AGREED TO AS OF

THE DATE FIRST SET FORTH ABOVE:

COURTNEY CORPORATION

By: /s/ Norman E. Alexander

Norman E. Alexander

President