-----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, QkM8zvsBeBt6g8vj4Hh/DjDdFQEVJ4d/C2ncHASn/sctVXphZdQX5i2TIfYHs9uP X15cYAgJT4u30za5t6dr9A== 0000950136-03-001718.txt : 20030714 0000950136-03-001718.hdr.sgml : 20030714 20030714150445 ACCESSION NUMBER: 0000950136-03-001718 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030714 GROUP MEMBERS: GAIL BINDERMAN 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: 03785287 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: 100221987 BUSINESS PHONE: 2127537500 MAIL ADDRESS: STREET 1: HARTMAN & CRAVENLLP STREET 2: 460 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 100221987 SC 13D/A 1 file001.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sequa Corporation (Name of Issuer) Class B Common Stock, no par value (Title of Class of Securities) 81732 020 (CUSIP Number) Neal T. Dorman, 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) July 7, 2003 (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box /__/. *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 1) 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 March 27, 2002 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)__ (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 NUMBER OF 7) SOLE VOTING POWER SHARES 0 BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 148,552 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 148,552 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 148,552 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5 (1) 14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (1) Based on 3,329,772 shares outstanding at April 30, 2003, as disclosed by the Issuer in its Form 10-Q for the quarterly period ended March 31, 2003. 2 SCHEDULE 13D CUSIP No. 81732 020 1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gail Binderman 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)__ (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 United States NUMBER OF 7) SOLE VOTING POWER SHARES 0 BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 148,552 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 148,552 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 148,552 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5 (1) 14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN (1) Based on 3,329,772 shares outstanding at April 30, 2003, as disclosed by the Issuer in its Form 10-Q for the quarterly period ended March 31, 2003. 3 SCHEDULE 13D CUSIP No. 81732 020 1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mark Alexander 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)___ (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 United States NUMBER OF 7) SOLE VOTING POWER SHARES 0 BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 148,552 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 148,552 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 148,552 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5 (1) 14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN (1) Based on 3,329,772 shares outstanding at April 30, 2003, as disclosed by the Issuer in its Form 10-Q for the quarterly period ended March 31, 2003. 4 SCHEDULE 13D CUSIP No. 81732 020 1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sharon Zoffness 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)___ (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 United States NUMBER OF 7) SOLE VOTING POWER SHARES 0 BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 148,552 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 148,552 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 148,552 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5 (1) 14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN (1) Based on 3,329,772 shares outstanding at April 30, 2003, as disclosed by the Issuer in its Form 10-Q for the quarterly period ended March 31, 2003. 5 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 (the "SEC") on April 8, 2002 (the "Schedule") as follows: This Schedule relates to the Class B common stock, no par value ("Class B Stock"), of Sequa Corporation, a Delaware corporation (the "Issuer"). "Item 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 March 2002 Trust and the Trustees beneficially owns (as defined by Rule 13d-3 under the Act) 148,552 shares, or 4.5% of the shares, of Class B Stock outstanding as of April 30, 2003. 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 March 2002 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 148,552 shares of Class B Stock. Norman E. Alexander retains the right to dispose of 148,552 shares of Class B Stock in accordance with the terms of the March 2002 Trust. Item 5(c) of the Schedule is hereby amended by deleting the existing text and inserting the following text in its stead: (c) Other than the distribution of 198,886 shares of Class B Stock to Norman E. Alexander pursuant to the Indenture establishing the March 2002 Trust, there were no transactions in the Class B Stock effected by the March 2002 Trust or the Trustees during the past sixty days. See Item 6. Item 5(e) of the Schedule is hereby amended by deleting the existing text and inserting the following text in its stead: (e) Each of the March 2002 Trust and the Trustees ceased to be the beneficial owner of more than five percent (5%) of the shares of Class B Stock on July 7, 2003." "Item 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 July 7, 2003, 198,886 shares of Class B Stock were distributed to Norman E. 6 Alexander pursuant to the terms of the March 2002 Trust." 7 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. July 14, 2003 Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i dtd March 27, 2002 By: /s/ Gail Binderman ------------------------- Gail Binderman Trustee 8 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. July 14, 2003 /s/ Gail Binderman ------------------------- Gail Binderman 9 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. July 14, 2003 /s/ Mark Alexander ------------------------- Mark Alexander 10 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. July 14, 2003 /s/ Sharon Zoffness ------------------------- Sharon Zoffness 11 -----END PRIVACY-ENHANCED MESSAGE-----