UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
Starrett Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
855 677 100
(CUSIP Number)
Edwin V. Petz
1271 Avenue of the Americas, Suite 4200
New York, New York 10020
(212) 708-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 10, 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.)
* 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).<PAGE>
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAUL MILSTEIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
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
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
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<PAGE>
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PIM HOLDING
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
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
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
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
<PAGE>
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SEYMOUR MILSTEIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
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
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
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
<PAGE>
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SVM HOLDING CO.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
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
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
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
<PAGE>
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BUILTLAND PARTNERS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
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
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
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
<PAGE>
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MILSTEIN FAMILY FOUNDATION, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
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
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
CO
*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
<PAGE>
This Amendment to Schedule 13D is being filed on behalf of
Paul Milstein, PIM Holding Co.,Seymour Milstein, SVM Holding Co.,
Builtland Partners and the Milstein Family Foundation, Inc.,and
amends the Schedule 13D dated December 27, 1988, as heretofore
amended, relating to shares of Common Stock, $1.00 par value
("Common Stock") of Starrett Corporation (the "Company"), a New
York corporation, One Park Avenue, New York, New York 10016, as
set forth below.
The purpose of this filing is to report a transaction by
which the Company was acquired by Startt Acquisition, Inc., a New
York corporation ("Acquisition"). Acquisition is a wholly-owned
subsidiary of Startt Acquisition, LLC, a Delaware limited
liability company ("Parent").
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, neither Paul
Milstein, PIM Holding Co., Seymour Milstein, SVM Holding Co.,
Builtland Partners nor the Milstein Family Foundation, Inc.
beneficially owned any shares of Common Stock of the Company.
(b) Not applicable.
(c) Effective as of December 10, 1997, each share of Common
Stock beneficially owned by Paul Milstein, PIM Holding Co.,
Seymour Milstein, SVM Holding Co., Builtland Partners and the
Milstein Family Foundation, Inc. was exchanged for $11.4373 per
share pursuant to the Agreement and Plan of Merger dated as of
October 16, 1997, the Shareholders Agreement dated as of October
16, 1997, and an Amendment to Shareholders Agreement dated as of
December 9, 1997.
(d) Not Applicable.
(e) On December 10, 1997, Paul Milstein, PIM Holding Co.,
Seymour Milstein, SVM Holding Co., Builtland Partners and the
Milstein Family Foundation, Inc. ceased to be the beneficial
owners of more than 5% of the Common Stock of the Company.
Item 6. Contracts, Arrangements, Undertakings or Relationships
with Respect to Securities of the Issuer.
On December 9, 1997, Paul Milstein, Henry Benach, Oded
Aboodi and Irving Fischer, and persons and entities affiliated
with them (collectively, the "Shareholders") entered into an
Amendment to Shareholders Agreement with Acquisition and Parent.
Reference is hereby made to such Amendment to Shareholders
Agreement, filed as Exhibit 1 hereto, which is hereby
incorporated herein by reference in its entirety.
Item 7. Material to be Filed as Exhibits.
1. Amendment to Shareholders Agreement dated as of December
9, 1997, among Parent, Acquisition and the Shareholders.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set
forth in this Statement on Schedule 13D is true, complete and
correct.
DATED: December 16, 1997
/s/ PAUL MILSTEIN
-------------------------------
PAUL MILSTEIN
PIM HOLDING CO.
/s/ PAUL MILSTEIN
By: ---------------------------
Paul Milstein, Trustee
General Partner
/s/ SEYMOUR MILSTEIN
-------------------------------
SEYMOUR MILSTEIN
SVM HOLDING CO.
/s/ SEYMOUR MILSTEIN
By: ---------------------------
Seymour Milstein, Trustee
General Partner
BUILTLAND PARTNERS
/s/ PAUL MILSTEIN
By: ---------------------------
Paul Milstein
General Partner
MILSTEIN FAMILY FOUNDATION
/s/ PAUL MILSTEIN
By: ---------------------------
Paul Milstein
President
AMENDMENT TO SHAREHOLDERS AGREEMENT
THIS AMENDMENT (the "Amendment") TO THAT CERTAIN
SHAREHOLDERS AGREEMENT, dated as of October 16, 1997 (the
"Shareholders Agreement"), is made and entered into as of
December 9, 1997 by Startt Acquisition, LLC, a Delaware limited
liability company ("Parent"), Startt Acquisition, Inc., a New
York corporation and a wholly-owned subsidiary of Parent
("Acquisition"), and the parties listed on Schedule A (the
"Milstein Parties"), the parties listed on Schedule B (the
"Benach Parties") and the parties listed on Schedule C (the
"Aboodi Parties") (each party on Schedules A, B and C shall be
referred to individually as a "Shareholder" and collectively as
the "Shareholders", and each of the Milstein Parties, as a group,
the Benach Parties, as a group, and the Aboodi Parties, as a
group, shall be referred to as a "Group of Shareholders" or
Shareholder Group").
WITNESSETH:
WHEREAS, on October 16, 1997, Acquisition and Starrett
Corporation, a New York corporation (the "Company"), entered into
an Agreement and Plan of Merger (as such agreement may hereafter
be amended, restated or renewed from time to time, the "Merger
Agreement"), pursuant to which Acquisition agreed to commence a
cash tender offer to purchase any and all outstanding shares of
common stock, par value $1.00 per share, of the Company (the
"Company Common Stock"), including all of the shares listed on
the schedules hereto (the "Shares"), at a price per share of
$12.25 (the "Offer Price"). Capitalized terms used and not
defined herein shall have the respective meanings ascribed to
them in the Merger Agreement; and
WHEREAS, on October 16, 1997, Parent, Acquisition and the
Shareholders entered into the Shareholders Agreement whereby the
Shareholders agreed to tender the Shares Beneficially Owned by
the Shareholders (as such terms are defined in the Shareholders
Agreement); and
WHEREAS, the Shareholders have tendered (and not withdrawn)
the Shares; and
WHEREAS, in order to benefit the Company's public
shareholders and facilitate consummation of the Offer, the Merger
and the financing thereof, the Shareholders desire to amend the
Shareholders Agreement to provide that the Shareholders will
provide to Acquisition certain funds for the consummation of the
transactions contemplated by the Merger Agreement; and
WHEREAS, the Shareholders desire to provide such funds by
offsetting the amount of such funds against the Offer Price the
Shareholders would otherwise receive upon consummation of the
Offer.
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Section 2 of the Shareholders Agreement is hereby
amended by adding the following subsections:
(c) Funding by Shareholders. The Shareholders hereby
agree to pay to Acquisition $2,641,413.98 or $0.8127 per share of
Common Stock of the Company heretofore tendered by the
Shareholders, in accordance with the provisions set forth in
Section 2(d) below.
(d) Offset against Offer Price. The payment referred
to in Section 2(c) above shall be made by an offset, on a per
share basis, against the Offer Price the Shareholders would have
received upon consummation of the Offer for the Shares tendered
by them. The Shareholders hereby authorize Acquisition to
instruct ChaseMellon Shareholder Services, as the Depositary,
that the price per share disbursed to each Shareholder as payment
for the shares tendered by such Shareholder shall equal the Offer
Price minus $0.8127. A copy of such instruction letter is
attached hereto as Exhibit A.
2. As amended hereby, the Shareholders Agreement shall
remain in full force and effect.
3. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given
(and shall be deemed to have been duly received if so given) by
hand delivery, or by mail (registered or certified mail, postage
prepaid, return receipt requested) or by any courier service,
such as Federal Express, providing proof of delivery. All
communications hereunder shall be delivered to the respective
parties at the following addresses or the addresses set forth on
the signature pages hereto:
If to Parent or Acquisition: Startt Acquisition, LLC
and
Startt Acquisition, Inc.
c/o Lawrence Ruben Company
600 Madison Avenue
New York, New York 10022
Attn: Jonathan Mayblum
<PAGE>
copies to: Squadron, Ellenoff, Plesent &
Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
Attn: Alan Katz, Esq.
If to the Company: Starrett Corporation
909 Third Avenue
New York, New York 10022
Attn: Irving R. Fischer
copies to: Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Peter Samuels, Esq.
If to Shareholder: At the addresses set forth on
the signature pages
copies to: Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Peter Samuels, Esq.
and Edwin V. Petz, Esq.
Millstein Properties Corp.
1271 Avenue of the Americas
Suite 4200
New York, New York 10020
or to such other address as the person to whom notice is given
may have previously furnished to the others in writing in the
manner set forth above.
4. This Agreement shall be governed and construed in
accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of law thereof.
5. Each party hereby irrevocably submits to the exclusive
jurisdiction of the Supreme Court in the State of New York in any
action, suit or proceeding arising in connection with this
Agreement, and agrees that any such action, suit or proceeding
shall be brought only in such court (and waives any objection
based on forum non conveniens or any other objection to venue
therein); provided, however, that such consent to jurisdiction is
solely for the purpose referred to in this Section 5 and shall
not be deemed to be a general submission to the jurisdiction of
said Court or in the State of New York other than for such
purposes. Each party hereto hereby waives any right to a trial
by jury in connection with any such action, suit or proceeding.
6. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same Agreement. This
Agreement shall not be effective as to any party hereto until
such time as this Agreement or a counterpart thereof has been
executed and delivered by each party hereto.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Amendment
to be duly executed on this 9th day of December, 1997.
ON BEHALF OF EACH OF THE
MILSTEIN PARTIES
c/o Milstein Properties Corp.
1271 Avenue of the Americas
Suite 4200
New York, New York 10020
Attention: Edwin V. Petz, Esq.
/s/ PAUL MILSTEIN
By:--------------------------
Paul Milstein
/s/ SEYMOUR MILSTEIN
By:--------------------------
Seymour Milstein
ON BEHALF OF EACH OF THE
BENACH PARTIES
c/o Henry Benach
3110 Miro Drive North
Palm Beach Gardens, Florida 33410
/s/ HENRY BENACH
By:--------------------------
Henry Benach
OEA PARTNERS
c/o Alpine Capital Group
1285 Avenue of the Americas
21st Floor
New York, New York 10019
Attention: Mr. Oded Aboodi
/s/ ODED ABOODI
By:--------------------------
Name: Oded Aboodi
Title: General Partner
<PAGE>
KADIMA PARTNERS
c/o Alpine Capital Group
1285 Avenue of the Americas
21st Floor
New York, New York 10019
Attention: Mr. Oded Aboodi
/s/ ODED ABOODI
By:--------------------------
Name: Oded Aboodi
Title: General Partner
/s/ ODED ABOODI
By:--------------------------
ODED ABOODI
Alpine Capital Group
1285 Avenue of the Americas
21st Floor
New York, New York 10019
STARTT ACQUISITION, LLC
/s/ JONATHAN I. MAYBLUM
By:--------------------------
Name: Jonathan I.Mayblum
Title: President
STARTT ACQUISITION, INC.
/s/ JONATHAN I. MAYBLUM
By:--------------------------
Name: Jonathan I. Mayblum
Title: President
