STARRETT CORP /NY/, DEF 14A, 1996-09-17

STARRETT CORP /NY/
DEF 14A, 1996-09-17
OPERATIVE BUILDERS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

STARRETT CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

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<PAGE> 2

STARRETT CORPORATION
909 THIRD AVENUE
NEW YORK, NEW YORK 10022
------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of
STARRETT CORPORATION

NOTICE IS HEREBY GIVEN THAT THE ANNUAL MEETING OF SHAREHOLDERS OF STARRETT
CORPORATION will be held at the offices of Proskauer Rose Goetz & Mendelsohn LLP
at 1585 Broadway, 26th Floor, New York, New York on October 15, 1996 at 10:00
A.M. Eastern Daylight Time for the following purposes:

1. To elect seven directors;

2. To ratify the selection of Deloitte & Touche LLP as the Corporation's
independent public accountants for the fiscal year ending December 31,
1996; and

3. To transact such other business as may properly come before the
meeting or any adjournments thereof.

Only shareholders of record at the close of business on September 12, 1996,
will be entitled to notice of, and to vote at, said meeting.

By Order of the Board of Directors

LEWIS A. WEINFELD
Secretary

September 13, 1996

NOTE: Whether or not you expect to attend the meeting, please complete, date and
sign the enclosed proxy and return it promptly in the enclosed envelope.
We enclose in this mailing the Notice of Annual Meeting of Shareholders,
Proxy Statement, Proxy and Annual Report of the Corporation for the fiscal
year ended December 31, 1995.
<PAGE> 3

STARRETT CORPORATION
909 THIRD AVENUE
NEW YORK, NEW YORK 10022

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by
Starrett Corporation (the "Corporation") on behalf of the Board of Directors of
proxies to be voted at the Annual Meeting of Shareholders of the Corporation to
be held on October 15, 1996 (the "Annual Meeting"), for the purposes set forth
in the accompanying notice. The accompanying form of proxy is for use at the
aforesaid meeting or any adjournments thereof.

Any proxy may be revoked by the shareholder at any time prior to its
exercise (such as by attending the meeting and voting in person or by sending a
letter of revocation to the Secretary of the Corporation). The cost of this
Proxy Statement and of solicitation of proxies will be borne by the Corporation.
Solicitation may be made by mail, personal interviews, telephone and facsimile
by regularly engaged officers and employees of the Corporation.

SECURITY OWNERSHIP

The only issued and outstanding voting securities of the Corporation are
its Common Stock, each share of which entitles the holder thereof to one vote.
Only shareholders of record at the close of business on September 12, 1996 are
entitled to vote at the meeting or adjournments thereof. As of that date, there
were outstanding and entitled to vote 6,260,960 shares of Common Stock.

As of August 13, 1996, the following were known by the Corporation to own
beneficially, as defined under applicable rules of the Securities and Exchange
Commission (the "SEC"), more than 5% of its outstanding Common Stock:

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
TITLE OF BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER CLASS OWNERSHIP* OF CLASS
- -------------------------------------------- ------------- -------------------- --------
<S> <C> <C> <C>
Paul Milstein, Seymour Milstein,............ Common Stock 2,040,105 shares (a) 32.6%
Builtland Partners, PIM Holding Co.,
Bradley Associates and
SVM Holding Co. and
1271 Avenue of the Americas
New York, NY
Henry Benach................................ Common Stock 689,198 shares (b) 11.0%
909 Third Avenue
New York, NY
Oded Aboodi................................. Common Stock 387,360 shares (c) 6.2%
75 Rockefeller Plaza
New York, NY
</TABLE>

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<PAGE> 4

- ------------
* Unless otherwise indicated, each shareholder listed has the sole power to
vote and direct disposition of the shares shown as beneficially owned by
such shareholder.

(a) According to the Schedules 13D filed with the SEC, as amended, 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, owns directly 1,100,000 shares
(approximately 17.6%) of the Corporation's Common Stock. Bradley Associates
("Bradley"), a partnership beneficially owned by members of the Milstein
family, owns directly 109,441 shares (approximately 1.7%) of the
Corporation's Common Stock. Paul Milstein beneficially owns 747,477 shares
(approximately 11.8%) including 444,477 shares (approximately 7.1%) owned by
PIM Holding Co. ("PIM") and, together with PIM, may be deemed to be a
beneficial owner of shares owned by Builtland and Bradley. 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 333,830 shares (5.3%) including 83,187 shares
(approximately 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 42,432
shares (approximately 0.7%) owned by the Milstein Family Foundation, Inc., a
not-for-profit corporation of which members of the Milstein family serve as
officers and directors, and 75,860 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).

(b) Excludes 1,050 shares owned by Shirlee Benach, Mr. Benach's wife, and 11,500
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.

(c) 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 (approximately 0.5%) of the Corporation's
Common Stock. OEA Partners ("OEA"), a New Jersey general partnership, owns
50,000 shares (approximately 0.8%) of the Corporation's Common Stock. Kadima
Partners ("Kadima"), a Delaware general partnership, owns 308,760 shares
(approximately 4.9%) of the Corporation's Common Stock. Oded Aboodi is
deemed to beneficially own the shares owned by OEA and Kadima, or
approximately 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 approximately 6.2% of the Corporation's Common Stock.

ELECTION OF DIRECTORS

At the Annual Meeting, seven directors are to be elected to serve until the
next annual meeting of shareholders of the Corporation or until their respective
successors shall have been duly elected and qualified. The table below sets
forth information as to each nominee, and includes the amount and percentages of
Common Stock of which each nominee and all directors and executive officers as a
group, were "beneficial owners" (as defined in the applicable rules of the
Securities and Exchange Commission) on August 13, 1996,

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<PAGE> 5

all as reported to the Corporation. It is intended that votes will be cast
pursuant to proxies received FOR the election of the following seven nominees:

<TABLE>
<CAPTION>
YEAR
FIRST COMMON STOCK
BECAME BENEFICIALLY PERCENT
NAME AND AGE PRINCIPAL OCCUPATION DIRECTOR OWNED* OF CLASS
- ------------------------------ -------------------------- ---------- ---------------- --------
<S> <C> <C> <C> <C>
PAUL MILSTEIN, 74............. Chairman of the Board of 1994 (a) (a)
the Corporation
IRVING R. FISCHER, 64......... President and Chief 1994 71,000 shares 1.1%
Operating Officer of the
Corporation
HENRY BENACH, 78.............. Former Chairman of the 1970 (b) (b)
Board of the Corporation
ROBERT BERNE, 57.............. Real Estate Investor and 1994 1,000 shares (c)
Developer
ROBERT C. ROSENBERG, 61....... Chairman of the Board and 1994 3,333 shares (c)
Chief Executive Officer of
Grenadier Realty Corp.(d)
ELLIOTT M. WIENER, 61......... Chairman of the Board and 1994 25,500 shares (c)
Chief Executive Officer of
Levitt Corporation (d)
JOHN E. ZUCCOTTI, 59.......... President and Chief 1994 1,000 shares (c)
Executive Officer of
Olympia & York Companies
(U.S.A.)
All directors and executive officers
of the Corporation as a group
(including those named above).......................... 2,869,274 shares 43.7%
</TABLE>

- ---------------
* Unless otherwise indicated, each shareholder listed has the sole power to
vote and direct disposition of the shares shown as beneficially owned by
such shareholder.

(a) Reference is made to Note (a) on Page 2 of this Proxy Statement.

(b) Reference is made to Note (b) on Page 2 of this Proxy Statement.

(d) A subsidiary of the Corporation.

Paul Milstein has been active for more than five years as a real estate
developer and investor. Irving R. Fischer, who served as Chief Executive Officer
and Chairman of the Board of HRH Construction Corporation until August 1995,
served in such capacity for more than five years. Henry Benach, who served as
Chairman of the Board of the Corporation until December 31, 1993, served in such
position for more than five years. Mr. Benach remains a director of the
Corporation, and is also a director of M.I. Fund, Inc. Robert Berne has been
active for more than five years as a real estate investor and developer. His
development activities during this period have primarily involved projects in
which Paul Milstein and members of his family were the

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<PAGE> 6

principal investors. Robert C. Rosenberg has been principally engaged as Chief
Executive Officer and Chairman of the Board of Grenadier Realty Corp. for more
than five years. Elliott M. Wiener has been principally engaged as Chief
Executive Officer and Chairman of the Board of Levitt Corporation for more than
five years. John E. Zuccotti serves as a director of Capstone Pharmacy Services,
Inc. and several Dreyfus mutual funds. He has been principally engaged as
President and Chief Executive Officer of Olympia & York Companies (U.S.A.) for
more than five years. In the event that any of the foregoing nominees is
unavailable, the proxies will be voted for substitute nominees designated by the
Board of Directors. However, management now knows of no reason to anticipate any
such contingency.

COMMITTEES AND MEETINGS

The Board of Directors has established a Compensation Committee consisting
of Messrs. Milstein, Benach and Fischer. 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 Corporation's internal controls and procedures and overseeing any responses
made to such recommendations. The members of the Audit Committee are Messrs.
Benach, Berne and Zuccotti. The Corporation also has a Nominating Committee,
consisting of Messrs. Benach, Fischer and Zuccotti, which will consider nominees
recommended by security holders of the Corporation. Nominations for
consideration at the Corporation's 1997 Annual Meeting should be forwarded to
the attention of the Corporation's Secretary on or before the date for
shareholder proposals set forth below. The Audit Committee held one meeting
during 1995; the Corporation's other committees did not meet during such year.

The Board of Directors of the Corporation met two times during the fiscal
year ended December 31, 1995. All directors then in office attended 100% of the
meetings of the Board and committees thereof held during such year.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

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
operating 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.

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<PAGE> 7

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
------------------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS
- ----------------------------------------------------------- ----- --------- ---------
<S> <C> <C> <C>
IRVING R. FISCHER, ........................................ 1995 300,000 388,928
President and Chief Operating Officer 1994 300,000 150,000
1993 300,000 147,280
ELLIOTT M. WIENER, ........................................ 1995 300,000 304,254
Chairman of the Board and 1994 250,000 300,000
Chief Executive Officer of 1993 250,000 102,975
Levitt Corporation (1)
ROBERT C. ROSENBERG, ...................................... 1995 250,000 135,492
Chairman of the Board and 1994 200,000 133,942
Chief Executive Officer 1993 200,000 101,266
of Grenadier Realty Corp. (1)
LEWIS A. WEINFELD, ........................................ 1995 200,000 129,643
Executive Vice President, 1994 180,000 107,000
Chief Financial Officer and Secretary 1993 160,000 35,000
FRANK ROSS, SR., .......................................... 1995 250,000 80,000
Chairman of the Board and Chief Executive 1994 200,000 0
Officer of HRH Construction Corporation (1) 1993 200,000 0
</TABLE>

- ---------------

(1) A subsidiary of the Corporation.

Messrs. Fischer, Rosenberg, Weinfeld and Ross are entitled to benefits
under the Corporation'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
Corporation'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.

Mr. Fischer's employment arrangements also have provisions whereby, after
any time Mr. Fischer ceases to work full-time for the Corporation, he would be
entitled to consulting payments by the Corporation at 50% of his base salary
during the two-year period of a covenant not to compete. During 1996, the
Corporation agreed to provide Mr. Fischer with a base salary of $500,000 per
annum effective with his election as President and Chief Operating Officer in
August 1995 and incentive compensation for 1996 equal to 3% of the Company's
Adjusted Pre-Tax Income (as defined) for such year.

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<PAGE> 8

Directors of the Corporation 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
Corporation provided for the Corporation to pay him, upon the cessation of his
employment with the Corporation, 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 Corporation on
December 31, 1993 and, accordingly, such payments are now being made by the
Corporation at the rate of $300,000 per annum.

REPORT OF BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

The Compensation Committee or Board of Directors approves the salary,
bonuses and other forms of compensation of senior executives of the Corporation.

The Corporation's compensation arrangements have reflected the belief that
such arrangements should enable the Corporation to attract and retain highly
qualified executive employees. Base salaries for the Corporation's executive
officers have generally been intended to be competitive with those offered by
real estate construction, development and management companies of the same
general size as the Corporation in the geographic areas in which the Corporation
is engaged in business. Annual incentive compensation of senior executives has
historically been based on the profitability of the Corporation as a whole or,
in some instances, the subsidiary for which such executive has responsibility.
The incentive compensation for 1995 of Messrs. Fischer and Weinfeld equalled 3%
and 1%, respectively, of the Adjusted Pre-Tax Income (as defined) of the
Corporation, the amounts which had been payable under the former employment
agreements of such executives. Incentive compensation for 1995 for Messrs.
Wiener and Rosenberg equalled 3% of the Pre-Tax Net Income (as defined) of
Levitt Corporation in excess of $1 million and 4% of the Pre-Tax Income (as
defined) of Grenadier Realty Corp., respectively, the amounts which had been
payable under the former employment agreements of such executives.

The Corporation has not developed a policy with respect to qualifying
compensation paid to its executive officers for deductibility under Section
162(m) of the Internal Revenue Code (relating to compensation exceeding
$1,000,000 in a taxable year paid to an executive officer) for the reason that
none of the Corporation's executive officers receive a level of compensation
which would make it advisable for the Corporation to have such a policy.

Members of the Board of Directors:
Paul Milstein
Irving R. Fischer
Henry Benach
Robert Berne
Robert C. Rosenberg
Elliott M. Wiener
John E. Zuccotti

Compensation Committee Interlocks and Insider Participation

Paul Milstein was the Chairman of the Board and Irving R. Fischer was the
President and Chief Operating Officer of the Corporation during 1995. Mr. Benach
served as Chairman of the Board of the

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<PAGE> 9

Corporation through December 31, 1993. Please see the section titled "Interest
of Management and Others in Certain Transactions" below for additional
disclosures relating to Paul Milstein and Irving R. Fischer.

PERFORMANCE GRAPH

The following graph compares the cumulative total shareholders return on
the Corporation's Common Stock, over a five year period commencing December 31,
1990 to that of the Amex Market Value Index and the "Market Value
Index -- Housing, Construction and Land Development Group", which consists of
real estate brokers, land sale companies, primary builders of housing and other
construction, manufacturers of construction materials and components and mobile
home accessory manufacturers.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

<TABLE>
<CAPTION>
HOUSING, STARRETT
MEASUREMENT PERIOD AMEX MARKET CONSTRUCTION HOUSING
(FISCAL YEAR COVERED) VALUE INDEX & LAND CORPORATION
<S> <C> <C> <C>
12/31/90 100 100 100
12/31/91 128 121 83
12/31/92 130 149 87
12/31/93 155 219 138
12/31/94 141 225 113
12/31/95 178 242 139
</TABLE>

Assumes $100 invested on December 31, 1990 in the Corporation's Common Stock,
the Amex Market Value Index and the Market Value Index -- Housing, Construction
& Land Group.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Pursuant to a Memorandum of Understanding between the Corporation and the
City of New York, the Corporation 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. Milstein Properties, in which Paul Milstein and members of his family
are the principal owners, 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. Annual rental payments under the lease aggregate
$151,200.

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<PAGE> 10

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 R. Fischer has an indirect .5% general partnership
interest; Grenadier received $272,000 for such services during 1995.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

Subject to the approval of the Corporation's shareholders at the Annual
Meeting, the Board of Directors has selected Deloitte & Touche LLP as the
Corporation's independent public accountants for the fiscal year ending December
31, 1996. Deloitte & Touche LLP was the Corporation's independent accountants
for the fiscal year ended December 31, 1995. Representatives of such firm are
expected to be present at the meeting and available to respond to appropriate
questions.

RECEIPT OF SHAREHOLDER PROPOSALS

Proposals of shareholders to be presented at the Annual Meeting to be held
in 1997 must be received for inclusion in the Corporation's proxy statement and
form of proxy by May 16, 1997, except that if the date of the 1997 annual
meeting is changed by more than 30 calendar days from the contemplated 1996
annual meeting date, a proposal shall be received by the Corporation a
reasonable time before the solicitation is made.

OTHER MATTERS

The shares represented by all valid proxies received will be voted in the
manner specified on the proxies. Where specific choices are not indicated, the
shares represented by all valid proxies received will be voted to ratify the
appointment of Deloitte & Touche LLP as independent public accountants and for
all nominees for election as directors. Management knows of no other business
that will be presented for consideration at the Annual Meeting other than as is
stated in the Notice of Meeting. If any other business should come before the
meeting, it is intended that the proxies named in the enclosed form of proxy
will have discretionary authority to vote all such proxies in the manner they
shall decide.

Under New York law and the Corporation's Certificate of Incorporation and
By-Laws, if a quorum is present, directors are elected by a plurality of the
votes cast by the holders of shares entitled to vote thereon. A majority of the
outstanding shares entitled to vote, present in person or represented by proxy,
constitutes a quorum. Shares represented by proxies withholding votes from all
nominees (and abstaining from voting on ratification of accountants) will be
counted only for purposes of determining a quorum.

Insofar as the information contained in this Proxy Statement rests
peculiarly within the knowledge of persons other than the Corporation, the
Corporation has relied upon information furnished by such persons.

The Annual Report, including financial statements, for the fiscal year
ended December 31, 1995, is included with this Proxy Statement.

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<PAGE> 11

PROXY

STARRETT CORPORATION
909 THIRD AVENUE
NEW YORK, NY 10022

ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints Irving R. Fischer and Lewis A. Weinfeld and
each of them, with full power of substitution, proxies of the undersigned, to
vote all shares of Common Stock of Starrett Corporation (the "Corporation") that
the undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of the Corporation to be held on October 15, 1996 at
10:00 A.M., Eastern Daylight Time, at the offices of Proskauer Rose Goetz &
Mendelsohn LLP, 1585 Broadway, New York, New York, and any adjournments thereof.
The undersigned hereby revokes any proxy heretofore given with respect to such
shares.

THE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

This Proxy when properly executed and returned will be voted in the manner
directed below. If no direction is made, this Proxy will be voted FOR all
nominees for election as directors and FOR proposal (2) listed below.

The Board of Directors recommends votes FOR the election of all nominees
and FOR proposal (2).

(1) Election of Directors:

/ / FOR ALL NOMINEES LISTED (Except as marked below to the contrary)

/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED

(Instructions: To withhold authority to vote for any individual nominees, write
such name(s) in the space provided below.)

NOMINEES: Paul Milstein Irving R. Fischer Henry Benach Robert Berne
Robert C. Rosenberg Elliott M. Wiener John E. Zuccotti

Withhold authority for:_______________________________

(2) Proposed ratification of the selection of Deloitte & Touche LLP as the
Corporation's independent public accountants for the fiscal year ending
December 31, 1996.

/ / FOR / / AGAINST / / ABSTAIN

(3) In their discretion on any other matters properly coming before the meeting
or any adjournment thereof.

If no direction is made, this Proxy will be voted FOR all nominees listed
above and FOR proposal (2).

Dated: _________________, 1996

______________________________
Signature(s) of Shareholder(s)

Please sign above exactly as your name
or names appear hereon. If shares are
registered in more than one name, each
joint owner or fiduciary should sign.
When signing as executor,
administrator, personal
representative, attorney, agent,
trustee or guardian, please give full
title as such.