-----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, I4Pz7PTjBRYhOHZvcBxcpF6L5Dqdcn2ebGZN3/kyK6DMjbFBakQLN4vA2hYQxBpF zO0/MxYkIkCyOAR2/WxxoQ== 0000889812-98-001673.txt : 19980703 0000889812-98-001673.hdr.sgml : 19980703 ACCESSION NUMBER: 0000889812-98-001673 CONFORMED SUBMISSION TYPE: SC 13D CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980702 SROS: NYSE 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 SEC ACT: SEC FILE NUMBER: 005-09976 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 200 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2129865500 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 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D 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 1 GENERAL STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 25049 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* SEQUA CORPORATION (Name of Issuer) Class A Common Stock, no par value (Title of Class of Securities) 81732 010 (CUSIP Number) Mr. Norman E. Alexander c/o Sequa Corporation 200 Park Avenue, New York, NY 10166 (Name, Address and Telephone Number of Person Authorized to Received Notices and Communications) August 10, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box /__/. Check the following box if a fee is being paid with the statement /x/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1, and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.)(See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 81732 010 1) NAME OF REPORTING PERSON S.S.# OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norman E. Alexander S.S. ####-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x --- (b) --- 3) SEC USE ONLY 4) SOURCE OF FUNDS* 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7) SOLE VOTING POWER 1,878,882 NUMBER OF SHARES 8) SHARED VOTING POWER BENEFICIALLY None OWNED BY EACH 9) SOLE DISPOSITIVE POWER REPORTING 1,878,882 PERSON WITH 10) SHARED DISPOSITIVE POWER None 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,878,882 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.66% 14) TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 81732 010 1) NAME OF REPORTING PERSON S.S.# OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fifty Broad Street, Inc. I.R.S. Id. No. 13-1769653 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x --- (b) --- 3) SEC USE ONLY 4) SOURCE OF FUNDS* 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6) CITIZENSHIP OR PLACE OF ORGANIZATION New York 7) SOLE VOTING POWER 101,463 NUMBER OF SHARES 8) SHARED VOTING POWER BENEFICIALLY None OWNED BY EACH 9) SOLE DISPOSITIVE POWER REPORTING 101,463 PERSON WITH 10) SHARED DISPOSITIVE POWER None 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,463 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% 14) TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 81732 010 1) NAME OF REPORTING PERSON S.S.# OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forfed Corporation I.R.S. Id.No. 13-0714303 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x --- (b) --- 3) SEC USE ONLY 4) SOURCE OF FUNDS* WC 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7) SOLE VOTING POWER 1,389,643 NUMBER OF SHARES 8) SHARED VOTING POWER BENEFICIALLY None OWNED BY EACH 9) SOLE DISPOSITIVE POWER REPORTING 1,389,643 PERSON WITH 10) SHARED DISPOSITIVE POWER None 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,389,643 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.96% 14) TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 81732 010 1) NAME OF REPORTING PERSON S.S.# OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 42 New Street Inc. I.R.S. Id.No. 13-1861794 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x --- (b) --- 3) SEC USE ONLY 4) SOURCE OF FUNDS* 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6) CITIZENSHIP OR PLACE OF ORGANIZATION New York 7) SOLE VOTING POWER 43,725 NUMBER OF SHARES 8) SHARED VOTING POWER BENEFICIALLY None OWNED BY EACH 9) SOLE DISPOSITIVE POWER REPORTING 43,725 PERSON WITH 10) SHARED DISPOSITIVE POWER None 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,725 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.69% 14) TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 81732 010 1) NAME OF REPORTING PERSON S.S.# OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Youandi Corporation I.R.S. Id. No. 13-1936115 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x --- (b) --- 3) SEC USE ONLY 4) SOURCE OF FUNDS* 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6) CITIZENSHIP OR PLACE OF ORGANIZATION New York 7) SOLE VOTING POWER 30,000 NUMBER OF SHARES 8) SHARED VOTING POWER BENEFICIALLY None OWNED BY EACH 9) SOLE DISPOSITIVE POWER REPORTING 30,000 PERSON WITH 10) SHARED DISPOSITIVE POWER None 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.47% 14) TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 81732 010 1) NAME OF REPORTING PERSON S.S.# OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Galleon Syndicate Corporation I.R.S. Id. No. 13-3150821 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x --- (b) --- 3) SEC USE ONLY 4) SOURCE OF FUNDS* 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6) CITIZENSHIP OR PLACE OF ORGANIZATION New York 7) SOLE VOTING POWER 27,500 NUMBER OF SHARES 8) SHARED VOTING POWER BENEFICIALLY None OWNED BY EACH 9) SOLE DISPOSITIVE POWER REPORTING 27,500 PERSON WITH 10) SHARED DISPOSITIVE POWER None 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,500 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.43% 14) TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer This statement relates to the Class A Common Stock, no par value per share (the "Shares"), of Sequa Corporation, a Delaware corporation (the "Company"), the principal executive offices of which are located at 200 Park Avenue, Suite 5410, New York, New York 10166. Item 2. Identity and Background This statement is being filed on behalf of Norman E. Alexander and the following corporations: 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; Galleon Syndicate Corporation ("Galleon"), a New York corporation; and Youandi Corporation ("Youandi"), a New York corporation (such corporations are collectively referred to as the "Corporations"). All of the Corporations are directly wholly owned by Mr. Alexander. Identifying information pertaining to Mr. Alexander, the Corporations and their executive officers and directors appears as Exhibit 1. During the last five years none of Mr. Alexander, any of the Corporations or, to the best knowledge of the Corporations, any of the executive officers or directors named in Exhibit 1 have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The 50,000 Shares to which this statement relates were purchased by Forfed on August 10, 1994 at an aggregate cost of $1,387,500 (plus a commission of approximately $2,500). Forfed purchased the 50,000 Shares with working capital. Item 4. Purpose of Transaction The purchase of the Shares was to reinforce Mr. Alexander's controlling interest in the Company. Item 5. Interest in Securities of Issuer As a result of the purchase on August 10, 1994, Mr. Alexander individually and through the Corporations beneficially owns an aggregate of 1,878,822 Shares comprising approximately 29.66% of the outstanding Shares. Forfed now owns 1,389,643 Shares or approximately 21.66% of the Shares outstanding, Fifty Broad owns 101,463 Shares or approximately 1.6% of the Shares outstanding, 42 New owns 43,725 Shares or approximately 0.69% of the Shares outstanding, Youandi owns 30,000 Shares or approximately 0.47% of the Shares outstanding and Galleon owns 27,500 Shares or approximately 0.43% of the Shares outstanding. Each of the above persons has the sole right to vote and dispose of all of its Shares, but Mr. Alexander, by virtue of his ownership and positions with the Corporations, has the power to vote and to dispose of all of such Shares. In addition to his ownership of the Shares, Mr. Alexander also beneficially owns individually and through the Corporations an aggregate of 1,886,647 shares, or approximately 56.64%, of the Company's Class B Common Stock. Of the 1,878,822 Shares owned by Mr. Alexander, 100,000 Shares owned directly by Mr. Alexander and 20,000 Shares owned by Fifty Broad are pledged as collateral to The Bank of Nova Scotia; and 59,682 Shares owned directly by Mr. Alexander and 26,112 Shares owned by Fifty Broad are pledged as collateral to Citibank, N.A. All of the 50,000 Shares to which this statement relates were purchased on August 10, 1994 by Forfed on the New York Stock Exchange at a price of $27.25 per Share (plus a commission of approximately $.05 per Share). See also Item 3. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits Exhibit 1. Certain Information about Executive Officers and Directors of the Corporations. Exhibit 2. Joint Filing Agreement. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. FIFTY BROAD STREET, INC. FORFED CORPORATION 42 NEW STREET, INC. YOUANDI CORPORATION GALLEON SYNDICATE CORPORATION /s/Norman E. Alexander ---------------------- Norman E. Alexander Individually and on behalf of the above-named Corporations as President or Chairman August 19, 1994 EXHIBIT INDEX Exhibit 1. Certain Information about Executive Officers and Directors of the Corporations. Exhibit 2. Joint Filing Agreement. EX-99.1 2 INFORMATION ABOUT EXECUTIVE OFFICERS AND DIRECTORS OF CORPORATIONS EXHIBIT 1 Forfed is a holding company for the ownership by Norman E. Alexander of the Company's common stock and its prin cipal business address is 660 White Plains Road, Tarrytown, New York 10591. Its executive officers and directors are: Norman E. Alexander, Chairman and Director; Stuart Z. Krinsly, Secretary and Director; and David S. Weil, President and Director. 42 New, 50 Broad and Youandi each is principally engaged in the real estate business and the principal address of each is 200 Park Avenue, Suite 5410, New York, New York 10166. The executive officers and directors of each corporation are: Norman E. Alexander, President and Director; and Stuart Z. Krinsly, Secretary and Director. Galleon is engaged in the insurance business and its principal address is 200 Park Avenue, Suite 5410, New York, New York 10166. Its executive officers and directors are: Norman E. Alexander, President and Director; and Stuart Z. Krinsly, Secretary and Director. All of the above individuals are U.S. citizens. EX-99.2 3 JOINT FILING AGREEMENT EXHIBIT 2 Joint Filing Agreement In accordance with Rule 13d-l(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Sequa Corporation, and further agree that this Joint Filing Agreement be included an exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this 19th day of August, 1994. FIFTY BROAD STREET, INC. FORFED CORPORATION 42 NEW STREET, INC. YOUANDI CORPORATION GALLEON SYNDICATE CORPORATION /s/ Norman E. Alexander ----------------------- Norman E. Alexander Individually and on behalf of the above-named Corporations as President or Chairman August 19, 1994 -----END PRIVACY-ENHANCED MESSAGE-----