-----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, SP/QJZy2QbFJW6BJXWlP/B7NgnP8BrbzDb/mwyEm9gRiPPztdp4ttyrSuvDna4Xs YVnNkbK9hfTEp8/Xakrjdw== 0000950123-96-001904.txt : 19960701 0000950123-96-001904.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950123-96-001904 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960429 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARRETT CORP /NY/ CENTRAL INDEX KEY: 0000093675 STANDARD INDUSTRIAL CLASSIFICATION: 1531 IRS NUMBER: 135411123 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-06736 FILM NUMBER: 96552746 BUSINESS ADDRESS: STREET 1: 909 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513100 MAIL ADDRESS: STREET 1: 909 THIRD AVENUE CITY: NEW YORK STATE: NY FORMER COMPANY: FORMER CONFORMED NAME: STARRETT HOUSING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STARRETT BROTHERS & EKEN INC DATE OF NAME CHANGE: 19710614 10-K405/A 1 AMENDMENT TO FORM 10-K STARRETT CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] Amendment to Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] For the fiscal year ended December 31, 1995 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] For the transition period from _______ to _______ Commission file number 1-6736. STARRETT CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 13-5411123 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 909 Third Avenue, New York, New York 10022 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 751-3100 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- --------------------- Common Stock, par value $1.00 per share American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to the filing requirements for the past 90 days. YES X NO . --- --- Page 1 of ____ Pages 2 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to the Form 10-K/A. [X] AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES OF THE COMPANY Aggregate market value of the Common Stock held by non-affiliates of the Company, based on the closing price on the American Stock Exchange ("AMEX") on March 18, 1996: $24,763,545. (For this purpose, all outstanding shares of Common Stock have been considered held by non-affiliates, other than the shares beneficially owned by directors, executive officers and 5% shareholders of the Company; certain of such persons disclaim that they are affiliates of the Company.) Indicate the number of shares outstanding of each of the Company's classes of common stock as of the latest practicable date: 6,566,402 shares of Common Stock, par value $1.00 per share, were outstanding as of March 18, 1996 DOCUMENTS INCORPORATED BY REFERENCE: NONE. 3 PART III Item 11. EXECUTIVE COMPENSATION The following Summary Compensation Table includes individual compensation information for services rendered in all capacities during the fiscal years ended December 31, 1995, December 31, 1994 and December 31, 1993 by the chief executive officer and the four other most highly paid executive officers in office on December 31, 1995 whose salary and bonus for the year ended December 31, 1995 exceeded $100,000. SUMMARY COMPENSATION TABLE
All Other Compensation Annual Compensation ($) - - - ---------------------------------------------------------------------------------------------------------- Name/Title Year Salary Bonus ($) ($) - - - ---------------------------------------------------------------------------------------------------------- Irving R. Fischer, President and Chief 1995 300,000 388,928 (2), (3) Operating Officer 1994 300,000 321,748 1993 300,000 147,280 Elliott M. Weiner, Chairman of the Board 1995 300,000 304,254 and Chief Executive Officer of Levitt 1994 250,000 300,000 Corporation (1) 1993 250,000 102,975 Robert C. Rosenberg, Chairman of the 1995 250,000 135,492 (2) Board and Chief Executive Officer of 1994 200,000 133,942 Grenadier Realty Corp. (1) 1993 200,000 101,266 Lewis A. Weinfeld, Executive Vice 1995 200,000 129,643 (2) President, Chief Financial Officer and 1994 180,000 107,000 Secretary 1993 160,000 35,000
4 Frank Ross, Sr., Chairman of the Board 1995 250,000 80,000 (2) and Chief Executive Officer of HRH 1994 200,000 0 Construction Corporation (1) 1993 200,000 0
(1) A subsidiary of the Company. (2) Messrs. Fischer, Rosenberg, Weinfeld and Ross are entitled to benefits under the Company's pension plan. The pension plan was amended effective July 31, 1992, by freezing accrued benefits for all participants. Pensions are payable under such pension plan, upon retirement at age 65 or later, to employees based upon salary levels (average of highest five successive years out of last ten years prior to the aforesaid freeze) and representative years-of-service classifications established on such freeze, based upon Social Security benefits and pension law limitations currently in effect. Benefit amounts are not further reduced by deductions for Social Security benefits or other offset amounts. The credited years of service of Messrs. Fischer, Rosenberg, Weinfeld and Ross under the plan as frozen are 15, 19, 21 and 16 years, respectively. Accordingly, Messrs. Fischer, Rosenberg, Weinfeld and Ross would receive under the plan upon retirement at normal retirement age annual benefits of $47,712, $49,095, $30,432 and $39,349, respectively. In light of increasing pension costs and the impact of such costs on the Company's competitive position, effective August 1, 1992, the Board of Directors approved in place of the Company's pension plan a Section 401(k) tax deferred savings plan which covers all employees who have completed at least 1,000 hours of service within the completed twelve-month period, which plan has achieved substantial cost savings and has been well received by the Company's employees. (3) Mr. Fischer's employment arrangements also have provisions whereby, after any time Mr. Fischer ceases to work full-time for the Company, he would be entitled to consulting payments by the Company at 50% of his base salary during the two-year period of a covenant not to compete. Compensation of Directors. Directors of the Company who are not employees receive directors' fees aggregating $20,000 per annum; Mr. Benach has voluntarily determined not to accept such directors' fees. Mr. Benach's employment arrangements with the Company provided for 2 5 the Company to pay him, upon the cessation of his employment with the Company, consulting payments of 75% of his base salary for the five-year period following his cessation of employment. Mr. Benach resigned from his position as Chairman of the Board of the Company on December 31, 1993 and accordingly, such payments are now being made by the Company at the rate of $300,000 per annum. 3 6 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Principal Shareholders As of April 4, 1996, the following are the only persons known by the Company to own beneficially (as defined under applicable rules of the Securities and Exchange Commission) more than 5% of its outstanding Common Stock, in each case with the sole power to vote and dispose of the shares unless otherwise noted:
Amount and Title Nature of Percent of Beneficial of Name and Address Class Ownership Class - - - ---------------- ----- --------- ----- Paul Milstein, Builtland Common 2,040,105 32.58% Partners, PIM Holding Co., Stock shares (1) Bradley Associates, SVM Holding Co. and Paul Milstein 1271 Avenue of the Americas New York, NY Henry Benach Common 689,198 11.01% 909 Third Avenue Stock shares (2) New York, NY Cynthia Green Colin and Common 358,628 5.73% The Green Fund, Inc. Stock shares (3) 120 Broadway New York, NY Oded Aboodi, OEA Partners and Kadima Partners Common 387,360 6.19% 75 Rockefeller Plaza Stock shares (4) New York, NY Dimension Fund Common 436,700 6.97% Advisors Inc. Stock shares 1299 Ocean Avenue Santa Monica, CA
- - - -------------------------- (1) According to the Schedules 13D filed with the SEC, as amended, and information subsequently supplied to the Company, the following shareholders have beneficial ownership of the Company's Common Stock as follows: 4 7 Builtland Partners ("Builtland"), a partnership beneficially owned by members of the Milstein family, owns directly 1,100,000 shares (or 17.6%) of the Company's Common Stock. Paul Milstein beneficially owns 747,477 shares (11.9%) including shares owned by PIM Holding Co. ("PIM") and, together with PIM, may be deemed to be a beneficial owner of shares owned by Builtland and 109,441 shares (1.8%) owned by Bradley Associates ("Bradley"), a partnership beneficially owned by members of the Milstein family. He (with PIM) disclaims beneficial ownership of more than 20% of the shares owned by Builtland or 28% of the shares owned by Bradley and all the shares owned by SVM Holding Co. ("SVM") described below. Seymour Milstein owns beneficially 83,187 shares (1.3%) owned by SVM and, together with SVM, may be deemed to be a beneficial owner of the shares owned by Builtland and Bradley. He (with SVM) disclaims beneficial ownership of more than 20% of the shares owned by Builtland or 28% of the shares owned by Bradley and all of the shares owned by Paul Milstein and PIM. Builtland, PIM, SVM, Paul Milstein and Seymour Milstein (the "Reporting Persons") disclaim beneficial ownership of 42,423 shares (0.7%) owned by the Milstein Family Foundation, Inc., a not-for-profit corporation for which members of the Milstein family serve as officers and directors, and 75,850 shares (1.2%) that are beneficially owned by partners of Builtland who are not Reporting Persons and spouses of partners of Builtland (all of which shares are excluded from the above table). (2) Excludes 1,050 shares owned by Shirlee Benach, Mr. Benach's wife, and 24,000 shares owned by The Henry and Shirlee Benach Foundation (the "Foundation"), of which Mr. Benach and his wife are officers and directors, but includes 242,900 shares owned by Home Associates, a partnership in which Mr. Benach is a partner. Mr. Benach disclaims beneficial ownership of the shares owned by his wife and the Foundation. (3) According to the Schedules 13D filed with the SEC, as amended, and information subsequently supplied to the Company, the following shareholders have beneficial ownership of the Company's Common Stock as follows: Cynthia Green Colin owns 3,200 shares. 37,728 shares of the Company's Common Stock are held in various trusts of which Cynthia Green Colin, S. William Green, Evelyn Green Davis and Patricia Green are the trustees (0.6% of the Company's Common Stock). The Green Fund, 5 8 Inc. (the "Fund"), a New York not-for-profit corporation, owns 322,400 shares (5.1% of the Company's Common Stock). According to the Schedules 13D, Cynthia Green Colin and the Fund constitute a "group" and Mr. Green, formerly a member of such group, has terminated his participation therein and does not participate in the decisions of the Fund relating to the voting or disposition of the shares of the Company's Common Stock held by the Fund. (4) According to the Schedules 13D filed with the SEC, as amended, and information subsequently supplied to the Company, the following shareholders have beneficial ownership of the Company's Common Stock as follows: Oded Aboodi owns 28,600 shares (0.5%) of the Company's Common Stock. OEA Partners ("OEA"), a New Jersey general partnership, owns 50,000 shares (0.8%) of the Company's Common Stock. Kadima Partners ("Kadima"), a Delaware general partnership, owns 308,760 shares (4.9%) of the Company's Common Stock. Oded Aboodi is deemed to beneficially own the shares owned by OEA and Kadima, or 5.7% of the shares of the Company's Common Stock. As a result, Mr. Aboodi is deemed to beneficially own an aggregate of 387,360 shares or 6.19% of the Company's Common Stock. 6 9 Security Ownership of Management The following table reflects the number of shares of Common Stock of the Company beneficially owned (as defined under the applicable rules of the Securities and Exchange Commission) by all directors and nominees, all named executive officers and all executive officers and directors as a group as of April 4, 1996, in each case with sole power to vote or dispose of the shares unless otherwise noted.
Amount and Title Nature of Percent of Beneficial of Name Class Ownership Class ---- ----- --------- ----- Paul Milstein Common (1) (1) Stock Irving R. Fischer Common 71,000 1.1% Stock shares Lewis A. Weinfeld Common 11,038 0.2% Stock shares Elliott A. Weiner Common 25,500 0.4% Stock shares Robert C. Rosenberg Common 3,333 0.05% Stock shares Frank Ross, Sr. Common 100 0.002% Stock shares All executive officers Common 2,190,076 33.4% and directors as a group Stock shares (including those named above)
- - - --------------------- (1) See Footnote (1) under Item 12 ("Principal Shareholders"), supra. 7 10 ITEM 13. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS Pursuant to a Memorandum of Understanding between the Company and the City of New York, the Company has been designated as the developer of a mixed use project known as Gateway Estates in Brooklyn, New York, currently anticipated to consist of a shopping center, housing and related components. The project is in the plan development stage and requires various government agency approvals. Paul Milstein is the Company's 35% joint venture partner in the project. The Corporation's Levitt subsidiary has leased approximately 8,800 square feet of office space in a building in Boca Raton, Florida, under a lease with a remaining three-year term. The building in which such space is located is owned by a partnership in which certain executives and employees of the Corporation and Levitt have an investment. The Corporation's Grenadier Realty Corp. subsidiary manages a building indirectly owned by Paul Milstein and members of his family. Grenadier received a fee of $65,692 for such services during 1995, which was the amount of the fee approved by the New York City Department of Housing, Preservation and Development for that year. Grenadier also provides management services to a project in which Irving Fischer has an indirect .5% general partnership interest; Grenadier received $272,000 for such services during 1995. 8 11 SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. STARRETT CORPORATION By /s/ Lewis A. Weinfeld -------------------------------------- Lewis A. Weinfeld, Executive Vice President, Chief Financial Officer and Secretary 9 -----END PRIVACY-ENHANCED MESSAGE-----