STARRETT CORP /NY/
10-K/A, 1996-11-07
OPERATIVE BUILDERS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-K/A-2

                  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:

<TABLE>
<CAPTION>
                                              Name of each exchange
         Title of each class                   on which registered
         -------------------                  ---------------------

<S>                                          <C>
Common Stock, par value $1.00 per share       American Stock Exchange
</TABLE>

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 3 Pages
<PAGE>   2
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders of
Starrett Corporation
New York, New York

We have audited the consolidated financial statements and the related financial
statement schedule of Starrett Corporation and consolidated subsidiaries, listed
in the foregoing table of contents. These consolidated financial statements and
the financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on the consolidated
financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company and its consolidated
subsidiaries at December 31, 1995 and 1994 and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1995 in conformity with generally accepted accounting principles. Also, in
our opinion, such financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.

Deloitte & Touche LLP

March 18, 1996
New York, New York


                                Page 2 of 3 Pages
<PAGE>   3
                                   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

                                       November 5, 1996
                                    -----------------------------------------
                                    Date


                                Page 3 of 3 Pages


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