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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, 1993 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 HOUSING CORPORATION
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(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
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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 .
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Page 1 of ---- Pages
The Exhibit Index Appears on Page ---
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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 April 19, 1994: $14,901,621. (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:
6,261,158 shares of Common Stock, par value $1.00 per share,
were outstanding as of April 19, 1994
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
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PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors of the Registrant
The following table sets forth the directors of the Company,
their respective ages, the year in which each was elected a director and, where
applicable, the office of the Company held by the director.
<TABLE>
<CAPTION>
Director Term
Director's Name Age Since Expires
- - --------------- --- ----- -------
<S> <C> <C> <C>
Paul Milstein 71 1994 1994(1)
Henry Benach 76 1970 1994
</TABLE>
- - ---------------------
(1) Mr. Milstein was elected on January 1, 1994 to fill a vacancy on the
Board; his term will expire at the annual meeting of shareholders in
1994.
Paul Milstein (Chairman of the Board), has been active for
more than five years as a real estate developer and investor.
Henry Benach, who served as Chairman of the Board of the
Company until December 31, 1993, served in such position for more than five
years. Mr. Benach is also a director of M.I. Fund, Inc.
The Board of Directors of the Company met five times during
the fiscal year ended December 31, 1993. All directors then in office attended
100% of the meetings of the Board held during such year, except that one former
director missed two meetings due to illness.
The Board of Directors has established a Compensation
Committee, which has historically consisted of outside directors and which
currently has no members. The function of the Compensation Committee is to
approve the salaries, bonuses and other forms of compensation of senior
executives of the Corporation. The Board of Directors has also established an
Audit Committee for reviewing the planned scope and results of audits,
considering any recommendations the auditors may make with respect to the
Company's internal controls and procedures and overseeing any responses made to
such recommendations; however, there are currently no members on the Audit
Committee. The Corporation does not have a nominating committee or a committee
performing similar functions.
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Directors of the Corporation who are not employees receive
directors' fees aggregating $20,000 per annum.
Compliance with Section 16(a) of the Securities Exchange
Act of 1934.
Section 16(a) of the Securities Exchange Act of 1934 requires
Directors and Executive Officers of the Corporation to file with the SEC
initial reports of ownership and reports of changes in ownership of securities
of the Corporation. Directors and executive officers are required by SEC
regulation to furnish the Corporation with copies of all Section 16(a) forms
they file.
To the Corporation's knowledge, based solely on review of the
copies of such reports furnished to the Corporation and written representations
that no other reports were required, during the fiscal year ended December 31,
1993, all Section 16(a) filing requirements applicable to Directors and
Executive Officers were complied with.
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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, 1993, December 31, 1992 and December 31, 1991
by the Chief Executive Officer and the four other most highly paid executive
officers in office on December 31, 1993 whose salary and bonus for the year
ended December 31, 1993 exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- - -------------------------------------------------------------------------------------------------------------------------------
All Other
Compensation
Annual Compensation ($)
------------------- -------------
Name/Title Year Salary Bonus
($) ($)
- - -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Henry Benach, Chairman of the Board and 1993 400,000 0 (4)
Chief Executive Officer(1) 1992 400,000 113,263
1991 400,000 98,572
Richard Bassuk, President and Chief 1993 300,000 147,280 (4)
Operating Officer(2) 1992 300,000 84,948
1991 300,000 73,929
Irving R. Fischer, Chairman of the Board 1993 300,000 147,280 (4)
and Chief Executive Officer of HRH 1992 300,000 84,948
Construction Corporation (3) 1991 300,000 73,929
Elliott M. Weiner, President of Levitt 1991 250,000 102,975
Corporation (3) 1992 250,000 0
1993 250,000 0
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
Lewis A. Weinfeld, Senior Vice President- 1993 160,000 35,000 (4)
Finance Treasurer and Secretary 1992 160,000 14,158
1991 160,000 12,322
</TABLE>
(1) Mr. Benach resigned from his position as the Chairman of the Board of
the Company on December 31, 1993. Mr. Benach remains a director of
the Company. On January 1, 1994, Paul Milstein was elected as
Chairman of the Board to succeed Mr. Benach.
(2) Mr. Bassuk resigned from his position as President and Chief Operating
Officer of the Company on December 31, 1993.
(3) A subsidiary of the Company.
(4) Messrs. Benach, Fischer, Weinfeld and Bassuk 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. Benach, Fischer, Weinfeld and Bassuk under the plan as frozen
are 22, 15, 21 and 19 years, respectively. Accordingly, Messrs.
Benach, Fischer, Weinfeld and Bassuk would receive under the plan upon
retirement at normal retirement age annual benefits of $54,612,
$47,712, $30,432 and $44,544, 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 Corporation'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 Corporation's
employees.
Compensation of Directors.
Reference is made to Item 10 above for information with
respect to compensation of directors of the Company.
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Employment Contracts
Except as described below, all employment agreements between
the Corporation and its executive officers expired by January 1993. Mr.
Benach's employment arrangements with the Company provided for 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. Mr. Bassuk's employment arrangements
expired at the end of 1993, with the possibility of a certain item of incentive
compensation carrying over after 1993, plus consulting payments at 50% of his
base salary during the two-year period of a covenant not to compete. 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.
Additional Information with Respect to Compensation Committee Interlocks and
Insider Participation in Compensation Decisions.
None.
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Principal Shareholders
As of April 19, 1994, 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:
<TABLE>
<CAPTION>
Amount and
Title Nature of Percent
of Beneficial of
Name and Address Class Ownership Class
- - ---------------- ----- --------- -----
<S> <C> <C> <C>
Builtland Partners, PIM Common 1,750,005 28.0%
Holding Co., SVM Holding Stock shares (1)
Co., Paul Milstein and
Seymour Milstein
1271 Avenue of the Americas
New York, NY
Henry Benach Common 735,348 11.8%
909 Third Avenue Stock shares (2)
New York, NY
Cynthia Green Colin and Common 443,628 7.1%
The Green Fund, Inc. Stock shares (3)
120 Broadway
New York, NY
Oded Aboodi Common 387,360 6.2%
75 Rockefeller Plaza Stock shares (4)
New York, NY
Dimensional Fund Common 397,100 6.3%
Advisors Inc. Stock shares
1299 Ocean Avenue
Santa Monica, CA
</TABLE>
- - --------------------------
(1) According to the Schedules 13D filed with the SEC, as amended, and
information subsequently supplied to the Corporation, the following
shareholders have beneficial ownership of the Corporation's Common
Stock as follows:
Builtland Partners ("Builtland"), a partnership beneficially
owned by members of the Milstein family,
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owns directly 1,100,000 shares (or 17.6%) of the Corporation's
Common Stock. Paul Milstein beneficially owns 457,377 shares
(7.3%) 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 Seymour Milstein and 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 Corporation, the following
shareholders have beneficial ownership of the Corporation's Common
Stock as follows:
Cynthia Green Colin owns 3,200 shares. 37,728 shares of the
Corporation'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 Corporation's
Common Stock). The Green Fund, Inc. (the "Fund"), a New York
not-for-profit corporation, owns 402,700 shares (6.4% of the
Corporation's Common Stock).
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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 Corporation'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 Corporation, the following
shareholders have beneficial ownership of the Corporation's Common
Stock as follows:
Oded Aboodi owns 28,600 shares (0.5%) of the Corporation's
Common Stock. OEA Partners ("OEA"), a New Jersey general
partnership, owns 50,000 shares (0.8%) of the Corporation's
Common Stock. Kadima Partners ("Kadima"), a Delaware general
partnership, owns 308,760 shares (4.9%) of the Corporation'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
Corporation's Common Stock. As a result, Mr. Aboodi is deemed
to beneficially own an aggregate of 387,360 shares or 6.2% of
the Company's Common Stock.
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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 19, 1994, in each case with sole power to vote or dispose of the
shares unless otherwise noted.
<TABLE>
<CAPTION>
Amount and
Title Nature of Percent
of Beneficial of
Name Class Ownership Class
---- ----- --------- -----
<S> <C> <C> <C>
Paul Milstein Common (1) (1)
Stock
Henry Benach Common (2) (2)
Stock
Richard Bassuk Common 80,000 1.3%
Stock shares
Irving R. Fischer Common 71,022 1.1%
Stock shares
Lewis A. Weinfeld Common 11,038 0.2%
Stock shares
Elliott A. Weiner Common 25,500 0.4%
Stock shares
All executive officers Common 2,696,905 43.1%
and directors as a group Stock shares
(including those named
above)
</TABLE>
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(1) See Footnote (1) under Item 12 ("Principal Shareholders"), supra.
(2) See Footnote (2) under Item 12 ("Principal Shareholders"), supra.
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Corporation's Levitt subsidiary has leased approximately
7,600 square feet of office space in a building in Boca Raton, Florida. The
lease expires on January 31, 1996 and has one five-year renewal option. The
lease is terminable by Levitt at any time after January 31, 1993. 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.
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 development project in Brooklyn, New York. The project known as
Spring Creek, includes a 2,500 - 3,000 unit affordable housing development, a
shopping center and other facilities. The project is in the early stages of
development. The Company enjoys a 65% interest in the project and Milstein
Properties, of which Paul Milstein is a principal, enjoys a 35% interest in the
project.
See "Directors and Executive Officers of the Registrant" and
"Executive Compensation" for a description of certain other relationships and
related transactions.
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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 HOUSING CORPORATION
By /s/ Lewis A. Weinfeld
-------------------------------------------
Lewis A. Weinfeld, Senior Vice
President - Finance, Treasurer and
Secretary
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