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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Starrett Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
855 677 100
(CUSIP Number)
Henry Benach
3110 Miro Drive North
Palm Beach Gardens, FL 33410
(561) 775-1855
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 24, 1997
(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 this statement
[ ]. (A fee is not required only if the filing 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: Six copies of this statement, including all exhibits, should
be filed with the commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Henry Benach
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
686,198
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 686,198
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
686,198
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND
THE SIGNATURE ATTESTATION.
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Benhome L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
242,900
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 242,900
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
242,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.88%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND
THE SIGNATURE ATTESTATION.
This Amendment to Schedule 13D is being filed on behalf
of Henry Benach and Benhome L.P., and amends the Schedule 13D dated
April 9, 1985, as heretofore amended, relating to shares of Common
Stock, $1.00 par value ("Common Stock"), of Starrett Corporation,
a New York corporation, 909 Third Avenue, New York, New York 10022,
as set forth below.
The purpose of this filing is to report that Paul
Milstein, Seymour Milstein, Henry Benach and Oded Aboodi (the
"Sellers") and The Related Companies, L.P., the parties to the
letter of intent dated January 9, 1997 (the "Parties" and the
"Letter"), as described in Amendment No. 5 to Schedule 13D, have
extended the Letter with respect to the matters set forth in Item
6 below.
Item 4. Purpose of Transaction.
The purpose of the aforesaid extension is to enable the
parties to continue the negotiations for the sale of Common Stock
as described in the Letter.
Item 6. Contracts, Arrangements, Undertakings or Relationships
with Respect to Securities of the Issuer.
On February 24, 1997 the Parties amended the Letter by
changing the date in the first sentence of the third paragraph of
the Letter from "January 31, 1997" to "March 31, 1997", thereby
extending the restriction on transfer of shares by the Sellers set
forth in such sentence until March 31, 1997.
Item 7. Material to be Filed as Exhibits.
This amendment includes the following exhibit:
- Letter executed by the Parties.
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certifies that the information set
forth in this Statement on Schedule 13D is true, complete and
correct.
DATED: February 26, 1997
/s/Henry Benach
Henry Benach
BENHOME L.P.
By:/s/Henry Benach
Henry Benach
General Partner
The Related Companies, L.P.
February 21, 1997
Mr. Seymour Milstein
Mr. Paul Milstein
1271 Avenue of the Americas
New York, NY 10019
Mr. Henry Benach
3110 Miro Drive North
Palm Beach Gardens, FL 33410
Mr. Oded Aboodi
1285 Avenue of the Americas
New York, NY 10020
Gentlemen:
On January 9, 1997, The Related Companies, L.P.,
("Related") entered into a Letter of Intent with you concerning our
interest in considering a potential acquisition by Related or its
affiliates of a total of 3,234,946 shares of common stock, par
value $1.00 par share ("Common Stock"), of Starrett Corporation, a
New York Corporation (the "Company"). The parties to the Letter of
Intent hereby agree to amend that the Letter of Intent (a copy of
which is attached hereto) to change the date in the first sentence
of the third full paragraph of the Letter of Intent from "January
31, 1997", to "March 31, 1997", and otherwise confirm the Letter of
Intent in its entirety.
This letter and your acceptance hereof does not
constitute an offer or agreement or arrangement to purchase or sell
any shares of capital stock of the Company. The proposed
transaction contemplated by the Letter of Intent and this amendment
thereto is subject to execution and delivery of a mutually
satisfactory stock purchase agreement and ancillary related
agreements.
Please acknowledge your agreement with the above by
executing a copy hereof in the space provided therefor below, and
return the same to the undersigned by hand at the address above.
Sincerely yours,
The Related Companies, L.P.
By: The Related Realty Group, as
General Partner
By: /s/
Name:
Title: President
Accepted and Agreed
(February 21, 1997)
/s/Seymour Milstein
Seymour Milstein
/s/Paul Milstein
Paul Milstein
/s/Henry Benach
Henry Benach
/s/Oded Aboodi
Oded Aboodi
