<PAGE> 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
<PAGE> 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.
<PAGE> 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 $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
All Other
Compensation
Annual Compensation ($)
- - - ----------------------------------------------------------------------------------------------------------
Name/Title Year Salary Bonus
($) ($)
- - - ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C> <C> <C>
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
</TABLE>
(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
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
Amount and
Title Nature of Percent
of Beneficial of
Name and Address Class Ownership Class
- - - ---------------- ----- --------- -----
<S> <C> <C> <C>
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
</TABLE>
- - - --------------------------
(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
<PAGE> 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
<PAGE> 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
<PAGE> 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.
<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
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)
</TABLE>
- - - ---------------------
(1) See Footnote (1) under Item 12 ("Principal Shareholders"), supra.
7
<PAGE> 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
<PAGE> 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
