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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
(Amendment No. 3)
Alexander's, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 01475210
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
Ronald F. Daitz, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
March 21, 1994
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(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 [_].
(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: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
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CUSIP No. 01475210 13D Page of
1 NAME OF REPORTING PERSON: Citibank, N.A.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): N/A
6 CITIZENSHIP OR PLACE OF United States of America
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 1,353,4681
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 1,353,4681
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE -0-
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 1,353,468
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES: N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.1%
14 TYPE OF REPORTING PERSON: BK
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CUSIP No. 01475210 13D Page of
1 NAME OF REPORTING PERSON: Citicorp
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): N/A
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,353,4681
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 1,353,4681
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 1,353,4681
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES: N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.1%
14 TYPE OF REPORTING PERSON: CO
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Note
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1. Citicorp, by virtue of its direct ownership of all of
the outstanding capital stock of Citibank, N.A., may be deemed, for
purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended (the "Act"), to beneficially own (and to share the power to
vote and to direct the disposition of) the 1,353,468 shares of common
stock of Alexander's, Inc. owned by Citibank, N.A.
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Item 1. Security and Issuer
-------------------
This Statement relates to the common stock ("Common Stock")
par value $1.00 per share, of Alexander's, Inc., a Delaware
corporation (the "Issuer"). The address of the principal executive
offices of the Issuer is 500 Seventh Avenue, New York, New York 10018.
Item 2. Identity and Background
-----------------------
(a) - (c), (f) This Statement is being filed by Citicorp
("Citicorp"), a Delaware corporation and Citibank, N.A. ("Citibank"),
a national banking association organized under the National Bank Act
of the United States of America. Citicorp is a multi-bank holding
company principally engaged, through its subsidiaries, in the general
banking business. Citibank is principally engaged in the general
banking business.
Citibank is a wholly-owned subsidiary of Citicorp.
The names, business addresses, principal occupations and
citizenship of the executive officers, directors and controlling
persons of Citicorp and Citibank are set forth on Schedule A attached
hereto.
(d), (e) During the last five years, none of Citicorp,
Citibank, or any of their respective officers, directors or
controlling persons, has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future viola-
tions 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.
-------------------------------------------------
Pursuant to the terms of an Amended and Restated Amendment,
dated as of March 18, 1992 (the "Amendment"), amending an Amendment,
dated as of July 31, 1991 to an Amended and Restated Loan Agreement,
dated as of October 26, 1987 (as amended by letter amendments dated
October 26, 1988, October 26, 1989 and April 26, 1990 and a
Consolidation and Amendment to an Amended and Restated Loan Agreement
dated August 8, 1990) by and between The Trump-Alexander's Company, a
New York general partnership ("Trump-Alexander's") and Citibank, as
agreed to by Donald J. Trump, Trump-Alexander's delivered to Citibank
a promissory note
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in principal amount of $71,205,000 (which included $2,500,000 of
capitalized interest as of August 8, 1990) plus accrued and unpaid
interest to the date of the transfer of the Shares referred to below
(the "Note"). The Note provided that, upon demand by Citibank for
payment or on June 30, 1995, Trump-Alexander's would transfer to
Citibank, good and valid title to 1,353,468 shares of Common Stock of
the Issuer (together with any and all distributions thereon or
securities or other property in exchange therefor, in either case
receivable after March 18, 1992) (the "Shares"), in exchange for
Citibank's agreement to forbear, except upon the occurrence of a
Forbearance Termination Date (as defined in the Guarantor Agreement
and Consent entered into by Citibank and Donald J. Trump) from seeking
any deficiency against Donald J. Trump personally. On April 16, 1992,
Trump-Alexander's transferred the Shares to Citibank pursuant to
Citibank's previous demand.
Item 4. Purpose of Transaction
----------------------
The Amendment was entered into as a result of a
restructuring of finances by Donald J. Trump. The purpose of the
transaction was to maximize Citibank's recovery on its loan to Trump-
Alexander's.
(a) Citibank continues to analyze the various financial
alternatives that may be available to it with respect to realizing on
the Shares. Citibank may sell all or from time to time any part of
the Shares in the open market and/or privately negotiated
transactions. Citibank is also considering providing financing to the
Issuer to fund the Issuer's plan of reorganization and ongoing working
capital needs, which financing would be on a secured basis.
(b)-(j) Neither Citibank nor Citicorp has any present plans
or intentions which would result in or relate to any of the
transactions described in subparagraphs (b) through (j) of Item 4 of
Schedule 13D. Citibank reserves the right to participate in
discussion looking toward an extraordinary corporate transaction by
the Issuer with a third party, such as a merger, joint venture or sale
of assets. On April 16, 1992, Peter T. Baumann, a Vice President of
Citibank, Wendy Silverstein, a Vice President of Citibank, and
Patricia Goldstein, a Vice President of Citibank, were elected as
directors of the Issuer.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) The Shares represent 27.1% of the Issuer's issued and
outstanding shares of Common Stock, based on 5,000,850 issued
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and outstanding shares (as indicated in the Issuer's 10-Q dated
November 24, 1993). Citicorp, by virtue of its direct ownership of
all of the outstanding capital stock of Citibank may be deemed, for
purposes of Rule 13d-3 of the Act, to beneficially own the Shares.
(b) Citibank has the sole power to vote or to direct the
voting of, and the sole power to dispose of or to direct the
disposition of the Shares. Citicorp by virtue of its direct ownership
of all of the outstanding capital stock of Citibank may be deemed for
purposes of Rule 13d-3 of the Act, to beneficially own the Shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
----------------------------------------
Paragraph (a) of Item 4 hereof is incorporated by reference
into this Item 6.
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Item 7. Material to be Filed as Exhibits
--------------------------------
1. Joint Filing Agreement, dated March 27, 1992, by and
between Citicorp and Citibank.
2. Power of Attorney from Citicorp to Citibank, dated
April 16, 1992.
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SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: March 21, 1994 CITIBANK, N.A.
By:/s/ Wendy A. Silverstein
-------------------------------------
Name: Wendy A. Silverstein
Title: Vice President
Dated: March 21, 1994 CITICORP
By:/s/ Wendy A. Silverstein
-------------------------------------
As Attorney-In-Fact
Name: Wendy A. Silverstein
Title: Vice President
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EXHIBIT INDEX
Page in
Sequentially
Exhibit No. Description Numbered Copy
----------- ----------- -------------
1 Joint Filing (1)
Agreement, dated
March 27, 1992,
by and between
Citicorp and
Citibank
2 Power of Attorney (2)
from Citicorp to
Citibank, dated
April 16, 1992
-------------------------
(1) Filed in original Schedule 13D, dated March 27, 1992.
(2) Filed in Amendment No. 2 to the Schedule 13D, dated April 16,
1992.
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SCHEDULE A
CITICORP
399 Park Avenue
New York, New York 10043
CITIBANK, N.A.
399 Park Avenue
New York, New York 10043
The names of the directors and the names and titles of the
executive officers of Citicorp and Citibank, N.A. and their business
addresses and present principal occupations are set forth below. If
no address is given, the director's or officer's business address is
399 Park Avenue, New York, New York 10043. Unless otherwise
indicated, each occupation set forth opposite an individual's name
refers to such individual's position with Citicorp and Citibank, N.A.
and each individual is a citizen of the United States of America.
Name, Business Address
and Citizenship Present Principal Occupation
---------------------- ----------------------------
D. Wayne Calloway Director*, Chairman and Chief
700 Anderson Hill Road Executive Officer of PepsiCo, Inc.
Purchase, New York 10577
Colby H. Chandler Director*, Retired
Pei-yuan Chia Director*, Senior Executive Vice
President, Global Consumer and
Private Bank
Paul J. Collins Director, Vice Chairman
Kenneth T. Derr Director*, Chairman and Chief
225 Bush Street Executive Officer of Chevron
San Francisco, California Corporation
94104
Lawrence E. Fouraker Director*, Professor Emeritus
Soldiers Field Graduate School of Business
Boston, Massachusetts Administration, Harvard University
02167
____________________
* Citicorp Director only.
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H.J. Haynes Director, Senior Counselor,
50 Beale Street Bechtel Group, Inc.
San Francisco, California
94105
John S. Reed Director, Chairman
William R. Rhodes Director, Vice Chairman
Rozanne L. Ridgway Director*, President of The
1616 H Street, N.W. Atlantic Council of the United
3rd Floor States
Washington, D.C. 20006
H. Onno Ruding Director*, Vice Chairman
(Dutch citizen)
Donald V. Seibert Director, Retired
Frank A. Shrontz Director*, Chairman and Chief
P.O. Box 3707 Executive Officer of The Boeing
Mail Stop 10-21 Company
Seattle, Washington
98124-2207
Mario H. Simonsen Director*, Vice Chairman of
Praia de Borafogo, 18 190 Brazilian Institute of Economics
Rio de Janeiro, RI, Brazil The Getulio Vargas Foundation
(Brazilian citizen)
Roger B. Smith Director*, Retired
Christopher J. Steffen Director*, Senior Executive Vice
President Citicorp
Franklin A. Thomas Director, President of The Ford
320 East 43rd Street Foundation
10th Floor
New York, New York 10017
Edgar S. Woolard, Jr. Director*, Chairman and Chief
1007 Market Street Executive Officer of E.I. dupont de
Wilmington, Delaware 19898 Nemours & Company
____________________
* Citicorp Director only.
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Shaukat Aziz Executive Vice President, East
Citibank House Europe/Middle East/Africa
P.O. Box 78, 336
Strand, London WC2R 1HB
(Pakistani citizen)
James L. Bailey Executive Vice President, North
America Consumer
Ernst W. Brutsche Executive Vice President, European
Citibank House Corporate
P.O. Box 78, 336
Strand, London WC2R 1HB
(German citizen)
Arthur M. de Graffenried Chairman, Restructuring Committee,
Cross-Border
David E. Gibson Executive Vice President, Private
Bank
Guenther E. Greiner Executive Vice President, World
(German citizen) Corporation Group
Thomas E. Jones Executive Vice President
(British citizen)
Charles E. Long Executive Vice President; Secretary
Alan S. MacDonald Executive Vice President, North
America Corporate
Dionisio R. Martin Executive Vice President,
101 Thompson Road Asia/Pacific Corporate
United Square #25-01
Singapore
(Argentine citizen)
Robert H. Martinsen Chairman, Credit Policy Committee
Robert A. McCormack Executive Vice President, Real
599 Lexington Avenue Estate
New York, New York 10043
_____________________
* Citicorp Director only.
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Victor J. Menezes Executive Vice President, European
Avenue de Tervoren Consumer
249, B-1150
Brussels
(Indian citizen)
John J. Roche Executive Vice President, Legal
Affairs
Hubertus Rukavina Executive Vice President
Gurvirendra Talwar Executive Vice President,
5 Shenton Way, 24th Floor, Asia/Pacific Consumer
UIC Building
Singapore 0106
(Indian citizen)
Alan J. Weber Executive Vice President, Financial
Institutions and Transaction
Services
Masamoto Yashiro Executive Vice President, Japan
A.I.U. Building - 13th Corporate/Consumer
Floor
1-1-3 Marimouchi,
Chiyoda-Ku
Tokyo 100 Japan
(Japanese citizen)
Ronald X. Zettel Executive Vice President, Latin
CAXIA POSTA 770-ZC00 America Consumer
Rio de Janeiro 20044,
Brazil
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