-----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, NStL3GX1cjKQp7SuFNB4q79j7gIums+A8IBEwZ7W2UP42NSpxer6jCLXCPwBSGCE f0ppTseGZzvxPoyZl+eF7Q== 0000902664-96-000048.txt : 19960328 0000902664-96-000048.hdr.sgml : 19960328 ACCESSION NUMBER: 0000902664-96-000048 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960327 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-09976 FILM NUMBER: 96538936 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: SHAW D E INVESTMENTS LP CENTRAL INDEX KEY: 0000933203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133470777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 120 W 45TH ST 39TH FL. STREET 2: TOWER 45 CITY: NEW Y ORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 MAIL ADDRESS: STREET 1: 120 W 45TH ST 39TH FL STREET 2: TOWER 45 CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13G ________________ INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Sequa Corporation (NAME OF ISSUER) $5 Cumulative Convertible Preferred Stock (TITLE OF CLASS OF SECURITIES) 817320 30 2 (CUSIP NUMBER) Check the following box if a fee is being paid with this statement.[ ] (A fee is not required only if the filing 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). __________________ * 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 the disclosures provided in a prior cover page. The information required in 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). 1 of 6 13G CUSIP No. 817320 30 2 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.E. Shaw Investments, L.P. 13-3470777 _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER - 0 - SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 60,100 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER - 0 - REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 60,100 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,100 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.5% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** BD _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! 2 of 6 13G CUSIP No. 817320 30 2 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David E. Shaw _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER - 0 - SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 60,100 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER - 0 - REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 60,100 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,100 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.5% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! 3 of 6 The Schedule 13G initially filed for the year ended December 31, 1993 of (i) D.E. Shaw Investments, L.P. ("D.E. Shaw") and (ii) David E. Shaw relating to the $5 Cumulative Convertible Preferred Stock ("Preferred Stock") issued by Sequa Corporation (the "Company") is hereby amended by this Amendment No. 2 to the Schedule 13G as follows: ITEM 4. OWNERSHIP. Item 4 is hereby supplemented by the addition of the following: (a) Amount beneficially owned: 60,100 (b) Percent of class: 9.5% (based on the 633,316 shares of Preferred Stock outstanding as of December 31, 1995, as reported in the Proxy Statement of the Company dated March 24, 1995.) (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote - 0 - (ii) shared power to vote or to direct the vote 60,100 (iii) sole power to dispose or to direct the disposition of - 0 - (iv) shared power to dispose or to direct the disposition of 60,100 By virtue of David Shaw's positions as President and sole shareholder of D.E. Shaw & Co., Inc., the general partner of D.E. Shaw & Co., L.P., the general partner of D.E. Shaw, David Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 60,100 shares of Preferred Stock held by D.E. Shaw, constituting 9.5% of the outstanding shares of Preferred Stock and, therefore, David Shaw may be deemed to be the beneficial owner of such shares. David Shaw disclaims beneficial ownership of such 60,100 shares. 4 of 6 ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Item 6 is hereby supplemented by the addition of the following: This Amendment No. 2 to the Schedule 13G is filed by David E. Shaw and D.E. Shaw, a Delaware limited partnership, with respect to the 60,100 shares of Preferred Stock held by D.E. Shaw at December 31, 1995. Each limited and general partner of D.E. Shaw has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. No such partner has any such right with respect to more than five percent of the Preferred Stock. 5 of 6 ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d- 1(b)) By signing below D.E. Shaw Investments, L.P. and David E. Shaw certify that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business, were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. March 27, 1996 (Date) D.E. SHAW INVESTMENTS, L.P. By: D.E. SHAW & CO., L.P. General Partner By: /s/ Stuart Steckler (Signature) Stuart Steckler/ Managing Director (Name/Title) DAVID E. SHAW /s/ DAVID E. SHAW (Signature) 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----