UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Starrett Corporation
(Name of Issuer)
Common Stock, par value $1.00 share
(Title of Class of Securities)
855 677 100
(CUSIP Number)
Oded Aboodi
1285 Avenue of the Americas
New York, NY 10019
(212) 641-5111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 9, 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 .
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 disclosures provided in
a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ODED ABOODI (###-##-####)
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY?
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER
387,360
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
387,360
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,360
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
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
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OEA PARTNERS (22-240-9314)
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 Jersey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY?
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER
50,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
50,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
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
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KADIMA PARTNERS (22-276496)
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
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY?
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER
308,760
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
308,760
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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
Oded Aboodi, OEA Partners (OEA), Kadima Partners (Kadima)
(collectively, the Reporting Persons), and amends the Schedule
13D dated January 18, 1989, as heretofore amended, relating to
shares of Common Stock, $1.00 par value (Common Stock), of
Starrett Corporation, a New York corporation (the Company), 909
Third Avenue, New York, New York 10022, as set forth below. This
amendment includes information with respect to Paul Milstein, PIM
Holding Co. (PIM), Seymour Milstein, SVM Holding Co. (SVM),
Builtland Partners (Builtland), Henry Benach and Benhome L.P.
(Benhome). These entities, together with the Reporting Persons
(collectively referred to as the Shareholders), may be deemed to
constitute a group for purposes of Rule 13d-5(b)1. See Item 4.
Item 2. Identity and Background.
Item 2 is hereby amended to add the following:
Information with respect to Paul Milstein, PIM, Seymour
Milstein, SVM, Builtland, Henry Benach and Benhome is attached
hereto as Schedule A.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On January 9, 1997, the Shareholders executed a letter of
intent (the Letter) with The Related Companies L.P. pursuant to
which The Related Companies L.P. or its affiliates ("Related")
would purchase from the Shareholders all of their shares of
Common Stock at a price of $12.00 per share, for an aggregate
purchase price of $38,819,352 (the Purchase). The transaction
is subject to the execution of a definitive stock purchase
agreement, the expiration of any required waiting periods under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and
other conditions. The Shareholders have agreed not to transfer
or encumber any of their shares of Common Stock on or prior to
January 31, 1997. By virtue of executing the Letter, the
Shareholders may be deemed to constitute a group for purposes of
Rule 13d-5(b)(1). Therefore the Shareholders are filing
amendments to each of their Schedule 13-D's.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended to add the following:
"The information set forth below has been substantially
derived from the Schedule 13D dated December 27, 1988, as
amended, filed by Paul Milstein, PIM, Seymour Milstein, SVM and
Builtland, the Form 4 for the month of December 1995 filed by
Paul Milstein and the Schedule 13D dated April 9, 1985, as
amended, filed by Henry Benach and Benhome.
Percentages of the outstanding Common Stock were
calculated based on 6,260,960 shares shown to be outstanding on
the Company's Form 10-Q for the quarter ended September 30, 1996.
(a) As of January 15, 1997 Paul Milstein, PIM, Seymour
Milstein, SVM, Builtland, Bradley Associates and Milstein Family
Foundation, Inc., respectively, own directly and beneficially
shares of the Company's Common Stock as follows:
Paul Milstein 303,000 (4.8%)
PIM 444,477 (7.1%)
Seymour Milstein 0 ( 0%)
SVM 83,187 (1.3%)
Builtland 600,000 (9.6%)
Bradley 109,441 (1.7%)
The Foundation 542,423 (8.7%)
2,082,528 (33.2%)*
* Percentages do not add because of rounding.
Direct and indirect beneficial ownership of Common Stock is
attributable 998,820 shares (16.0%) to Paul Milstein (including
PIM) and 333,830 shares (5.3%) to Seymour Milstein (including
SVM).
Paul Milstein owns beneficially the shares owned by
PIM, and, together with PIM, may be deemed to be a beneficial
owner of shares owned by Builtland and Bradley under the rules of
the Securities and Exchange Commission for attribution of
beneficial ownership. Seymour Milstein owns beneficially the
shares owned by SVM and, together with SVM, may be deemed to be a
beneficial owner of shares owned by Builtland and Bradley under
such rules. Each of Seymour Milstein and Paul Milstein owns
beneficially a 20% interest in Builtland and approximately a 28%
interest in Bradley, and each disclaims (with SVM and PIM,
respectively) beneficial ownership of more than 20% of the shares
owned by Builtland or 28% of the shares owned by Bradley. Each
of the Reporting Persons, including Messrs. Milstein, disclaims
any beneficial ownership of shares of Common Stock owned by the
Foundation, of which Seymour Milstein is chairman of the board of
directors and Paul Milstein is a director and president. Thus,
Paul Milstein (with PIM) beneficially owns 998,820 shares (16.0%)
of the Common Stock, and Seymour Milstein (with SVM) beneficially
owns 333,830 shares (5.3%). Paul and Seymour Milstein each for
himself, (and PIM and SVM, respectively) disclaims beneficial
ownership of any shares beneficially owned by the other.
The shares of Common Stock reflected in this Item 5(a)
exclude 75,860 shares (1.2%) in the aggregate beneficially owned
by various individual partners of Builtland who are not Reporting
Persons, and spouses of partners of Builtland, in which shares
each of the Reporting Persons disclaims any beneficial interest.
(b) Paul Milstein has sole power to vote, direct the
vote of, dispose and direct the disposition of the shares of the
Company's Common Stock directly owned by him, and shares such
power with respect to shares owned by PIM, Builtland, Bradley and
the Foundation. Seymour Milstein shares such power with respect
to shares owned by SVM, Builtland, Bradley and the Foundation.
The other Reporting Persons, Bradley and the Foundation,
respectively, have sole power to vote, direct the vote of,
dispose and direct the disposition of the shares of Common Stock
respectively shown to be owned by them.
(c) As of January 15, 1997, Henry Benach beneficially
owned by 686,198 shares of Common Stock (or 11% of the Company's
outstanding Common Stock). Mr. Benach, as the general partner of
Benhome, has the power to vote and direct the disposition of the
242,900 shares of Common Stock held by Benhome and has sole power
to vote and dispose the remainder of the foregoing shares. The
foregoing shares exclude 1,050 shares of common Stock
beneficially owned by Shirlee Benach, Mr. Benach's wife and 1,500
shares beneficially owned by The Henry and Shirlee Benach
Foundation (the "Foundation"), of which Mr. Benach and Shirlee
Benach are officers and directors. Mr. Benach disclaims
beneficial ownership of the shares beneficially owned by Shirlee
Benach and the Foundation."
Item 6. Contracts, Arrangements, Undertakings or Relationships
with Respect to Securities of the Issuer.
On January 9, 1997 the Shareholders and the Related
Companies L.P., entered into a letter of intent providing for the
sale by the Shareholders to the Related Companies L.P., or its
affiliates of all shares of Common Stock owned by the
Shareholders. See Item 4 above.
Item 7. Material to be Filed as Exhibits.
1. Letter Agreement dated January 9, 1997 between the
Shareholders and the Related Companies L.P.
2. Original Schedule 13D filing
3. Amendment No. 1 to Schedule 13D
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certifies that the
information set forth in this Statement on Schedule 13D is true,
complete and correct.
DATED: January 15, 1997
/s/ Oded Aboodi
Oded Aboodi
KADIMA PARTNERS
By:/s/ Oded Aboodi
Oded Aboodi
General Partner
OEA PARTNERS
By:/s/ Oded Aboodi
Oded Aboodi
General Partner
Schedule A
The information set forth below has been substantially
derived from the Schedule 13D dated January 18, 1989, as amended,
filed by Oded Aboodi, OEA and Kadima, the Schedule 13D dated
April 9, 1985, as amended, filed by Henry Benach and Benhome and
the Schedule 13D dated December 27, 1988, as amended, filed by
Paul Milstein, PIM, Seymour Milstein, SVM and Builtland.
Schedule 13D of Henry Benach and Benhome
"This Schedule 13D is filed on behalf of Henry Benach
and Benhome L.P. (Benhome); Henry Benach and Benhome being
sometimes herein collectively referred to as the "Reporting
Persons").
Benhome is a New York general partnership organized in
1980, the address of which is 3110 Miro Drive North, Palm Beach
Gardens, Florida 33410. The principal business of Benhome is
investments of all types. Mr. Benach is the sole general partner
of Benhome.
Henry Benach is retired Chairman of the Company. The
Company is engaged in the construction of office buildings and
other institutional structures, the development and management of
high-rise and low-rise residential housing, and the construction
and sale of single family homes. Mr. Benach's address is 3110
Miro Drive North, Palm Beach Gardens, Florida 33410
Neither Reporting Person has been a party to any legal
proceeding specified in Item 2(d) or 2(e) of Schedule 13D. Mr.
Benach is a United States citizen."
Schedule 13D of Paul Milstein, PIM, Seymour Milstein, SVM and
Builtland
"This Schedule 13D is being filed on behalf of Paul
Milstein, PIM Holding Co., a New York general partnership (PIM),
Seymour Milstein, SVM Holding Co., a New York general partnership
(SVM), and Builtland Partners, a New York general partnership
(Builtland) (collectively, the Reporting Persons). The business
address of each of the Reporting Persons and of the partners of
PIM, SVM and Builtland is 1271 Avenue of the Americas, New York,
New York 10020, and each such person is a United States citizen.
Paul Milstein, directly and through PIM, a partnership
comprised of trusts of which he and his wife Irma Milstein are
co-trustees, is a real estate developer, private investor and
philanthropist.
Seymour Milstein, directly and through SVM, a
partnership comprised of trusts of which he and his wife Vivian
Milstein are co-trustees, is a private investor and
philanthropist.
Builtland is principally engaged in investing in real
estate and securities. The partnership interests in Builtland
are owned beneficially by the following members of the Milstein
families: Constance J. Milstein, Roslyn Milstein Meyer, Edward
L. Milstein, Howard P. Milstein, Paul Milstein, Philip L.
Milstein, Seymour Milstein and Barbara Milstein Zalaznick.
Constance J. Milstein is an executive in the Milstein
Organization.
Roslyn Milstein Meyer is a clinical psychologist.
Edward L. Milstein is Vice Chairman of Douglas Elliman
Gibbons & Ives, 575 Madison Avenue, New York, NY which is a real
estate broker.
Howard P. Milstein is Chairman of Douglas Elliman
Gibbons & Ives, 575 Madison Avenue, New York, NY which is a real
estate broker and Co-President of Emigrant Bancorp and Co-
Chairman of Emigrant Savings Bank, a New York stock savings bank
(Emigrant), 5 East 42nd Street, New York, NY 10017.
Philip L. Milstein is Co-Chairman of Emigrant Bancorp
and President of Emigrant.
Barbara Milstein Zalaznick is a housewife.
Certain shares of the Company's Common Stock enumerated
in and covered by this Schedule 13D are owned beneficially by
Bradley Associates, a New York general partnership (Bradley), the
partnership interests in which are owned beneficially by the
foregoing members of the Milstein families and Gloria Milstein
Flanzer. Other such shares are owned beneficially by Milstein
Family Foundation, Inc., a New York not-for-profit corporation
(the Foundation), the directors and officers of which are members
of the Milstein families.
During the last five years neither any of the Reporting
Persons nor any of the respective members of the Milstein
families identified above (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws."
Exhibit 1
The Related Companies, L.P.
625 Madison Avenue
New York, New York 10022-1801
212-421-5333 Fax 212-593-5794
January 9, 1997
Mr. Seymour Milstein
Mr. Paul Milstein
1271 Avenue of the Americas
New York, New York 10019
Mr. Henry Benach
3110 Miro Drive North
Palm Beach Gardens, Florida 33410
Mr. Oded Aboodi
1285 Avenue of the Americas
New York, New York 10020
Gentlemen:
The following is intended to confirm our recent discussions
concerning our interest in considering a potential acquisition by
The Related Companies, L.P. or its affiliates ("Related"), of a
total of 3,234,946 shares of common stock, par value $1.00 per
share ("Common Stock"), of Starrett Corporation, a New York
corporation (the "Company"), which you have advised us
constitutes all of the issued and outstanding Common Stock of the
Company owned of record or beneficially by you and your
affiliates in the aggregate, and constitutes approximately 51.67%
of the total issued and outstanding shares (which is the only
class of issued and outstanding equity securities of the Company)
of the Company's Common Stock, at a price of $12.00 per share of
Common Stock for an aggregate purchase price for the 3,234,946
shares of $38,819,352 (which we understand will be allocated
among you as you decide).
Upon execution of this letter by all parties, Related will
make a good faith deposit of $1.5 million into escrow pursuant to
an escrow agreement with an escrow agent agreed to by the parties
(the "Escrow Agent"), and will commence the drafting of a stock
purchase agreement that would include, among other things, the
proposed provisions set forth on the outline enclosed herewith.
The funds held in escrow will be immediately returned to Related
upon notice from Related that the proposed transaction has been
terminated for any reason. The definitive stock purchase
agreement will require us, upon termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, the receipt of any required approvals by
government bodies and the satisfaction of all other conditions to
closing, to deposit $5.0 million (including the $1.5 million
already held in escrow) into escrow with the Escrow Agent to
serve as security for a break-up fee of the same amount as more
fully set forth in the definitive agreement. The closing of the
acquisition is intended to occur as soon as practicable after the
Company's financial statements for the fiscal year ended December
31, 1996 have been audited and the Company's Annual Report on
Form 10-K has been filed with the Securities and Exchange
Commission, but no later three weeks after such filings. The
parties hereto will cooperate and use reasonable efforts to make
appropriate Hart-Scott-Rodino filings promptly.
In connection therewith, each of you severally (x)
represents and warrants that none of the Common Stock held of
record or beneficially by you or any of your affiliates is
subject to any pledge, encumbrance or security interest or any
commitment to sell, assign, gift, pledge, encumber, grant any
interest in or otherwise transfer or dispose of, or enter into
any contract, option or any other arrangement or understanding
with respect to the direct or indirect sale, assignment, gift,
pledge, encumbrance, grant of any interest therein or other
transfer or disposition thereof, and (y) agrees that you, and any
affiliate of yours with a record or beneficial interest in Common
Stock, will not, directly or indirectly, sell, assign, gift,
pledge, encumber, grant any interest in or otherwise transfer or
dispose of, or enter into any contract, option or any other
arrangement or understanding with respect to the direct or
indirect sale, assignment, gift, pledge, encumbrance, grant of
any interest in or other transfer or disposition of, any shares
of the Company's Common Stock during the period from the date of
this letter until January 31, 1997. In addition, each of you
severally represents and warrants that your acceptance of and
agreement to the terms of this letter, and the performance of
your obligations under this letter is not in conflict with, and
will not cause a default or result in any breach of, any term,
condition or provision of any contract, agreement or other
instrument or obligation to which you or your affiliates is
bound, or violate any order, writ, injunction, judgment, decree,
law, statute, rule or regulation applicable to you or your
affiliates.
In the event the proposed transaction is consummated,
Related intends to operate the Company's business in a manner
which is fair to all of the Company's stockholders in all
respects. Without limiting the generality of the foregoing, if
following consummation of the proposed transaction Related should
decide to propose a merger, tender offer, exchange offer or other
transaction, if any, with stockholders of the Company which has
the effect of significantly increasing the equity ownership of
the Company by Related and its affiliates, it is Related's
intention that the consideration offered to the Company's
stockholders in any such transaction would provide them with
equivalent value to the consideration to be paid to you in the
proposed transaction.
Except as otherwise required by applicable securities laws
or stock exchange rules, prior to the issuance, on behalf of
yourselves, your affiliates or the Company, of any press release
regarding the transaction contemplated by this letter, you will
first provide Related with the opportunity to review and approve
of such press release, and in no event will you use the name of
any person other than the parties hereto in any press release
without Related's prior written consent. Except as otherwise
required by applicable securities laws or stock exchange rules,
the parties shall keep the enclosed outline confidential and
shall not disclose any portion thereof without the prior written
consent of all parties hereto.
This letter and your acceptance thereof does not constitute
an offer or agreement to purchase or sell any shares of capital
stock of the Company. The proposed transaction contemplated by
this letter is subject to Related's 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:
Accepted and Agreed
(January 8, 1997):
/s/ Seymour Milstein
Seymour Milstein
/s/ Paul Milstein
Paul Milstein
/s/ Henry Benach
Henry Benach
/s/ Oded Aboodi
Oded Aboodi
SOLE SURVIVING REPRESENTATIONS
Title, Liens, Validity, Sellers have good and
marketable title
Authorization, Execution to stock to be acquired by
buyer; no liens or
encumbrances on such stock; no
subscription or registration
rights, options, warrants or
other claims with respect to
the Sellers' stock. Sellers
have legal capacity; due
authorization of transaction.
No restriction on right to
exercise voting power of
acquired stock.
Agreement has been duly executed
and constitutes a valid and binding
agreement enforceable against
Sellers in accordance with its
terms.
Agreement does not conflict with or
breach or trigger defaults under
any agreements of the Sellers or
the Company or violate court orders
or create liens.
Affiliated Transactions, etc. Disclose all transactions,
agreements, contracts, binding
arrangements (including
severance), etc. between
Sellers and their affiliates
on the one hand, and the
Company, its affiliates, their
properties and the senior
officers and directors of the
Company and its affiliates on
the other hand, with a
materiality threshold.
Disclose all Sellers'
ownership interests in the
properties managed by the
Company or its subsidiaries.
Also certain property
management matters.
Sellers' and their affiliates waive
and release all rights and claims
against the Company except as
disclosed on a schedule.
Severance Benefits There are no contractual severance
arrangements other than those
disclosed on a schedule.
LENGTH OF INDEMNITY FOR SURVIVING REPRESENTATIONS
The surviving representations survive the closing until June 30,
1998. The parties will also discuss mutually satisfactory
customary corporate indemnity (and related maintenance of D&O
insurance) for directors, officers and selling stockholders.
BASKET/CAP ON INDEMNITY FOR SURVIVING REPRESENTATIONS
To be discussed by the parties.
CLOSING CONDITION FOR STARRETT CITY MATTER
The following is a required condition to closing:
Disque Dean represents on behalf of
the Starrett City Associates:
(i) that the existing contract(s)
between Grenadier Realty Corp.
and/or its affiliates and
subsidiaries and Starrett City
Associates are in full force and
effect and will not be terminated
during the current term, and he
will, on behalf of Starrett City
Associates, renew such contract(s)
upon the expiration of the current
terms thereof; and
(ii) the Sellers' transfer of their
controlling shares of Starrett
Corporation does not give rise to
any grounds or basis for
terminating Grenadier Realty
Corp.'s contracts to manage
Starrett City or not renewing such
contract(s) for the balance of
their term(s), as set forth in that
certain Amendment to Extension of
Management Agreement dated as of
January 18, 1993.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. )*
Starrett Corporation
(Name of Issuer)
Common Stock, par value $1.00 share
(Title of Class of Securities)
855 677 100
(CUSIP Number)
Oded Aboodi
75 Rockefeller Plaza
New York, New York 10019
(212) 484-8780
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and
Communications)
December 2, 1988
(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 the
statement. (A fee is not required only if the reporting 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 disclosures provided in
a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No. 855 677 100 Page 2 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ODED ABOODI (###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
NUMBER OF
SHARES
BENEFICIALLY OWNED BY?
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
358,760
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
358,760
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.24%
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
SCHEDULE 13D
CUSIP No. 855 677 100 Page 3 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OEA PARTNERS (22-240-9314)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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 Jersey
NUMBER OF
SHARES
BENEFICIALLY OWNED BY?
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
50,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
50,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.87%
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
SCHEDULE 13D
CUSIP No. 855 677 100 Page 4 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KADIMA PARTNERS (22-276496)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY OWNED BY?
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
308,760
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
308,760
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.37%
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
Item 1. Security and Issuer.
This Schedule 13D relates to shares of Common Stock (Common
Stock), $1.00 par value, of Starrett Housing Corporation (the Company),
a New York corporation, with its principal executive offices at 909
Third Avenue, New York, New York 10022.
Item 2. Identity and Background.
This Schedule 13D is being filed on behalf of Oded Aboodi,
Kadima Partners (Kadima), a Delaware general partnership, and OEA
Partners (OEA), a New Jersey general partnership (collectively, the
Reporting Persons).
Mr. Aboodi, a United States citizen and certified public
accountant and companies controlled by him perform consulting services
for private investors and businesses, including Warner Communications
Inc. (Warner) (with which Aboodi is employed on a non-exclusive basis)
and operations affiliated with Builtland Partners. Warner, located at
75 Rockefeller Plaza, New York, New York 10019, and its subsidiaries
and divisions, are engaged primarily in the communications and
entertainment business, through operations in filmed entertainment,
recorded music and music publishing, cable, broadcasting, publishing
and related distribution. Mr. Aboodi's business address is 75
Rockefeller Plaza, New York, New York 10019.
Kadima and OEA are principally investment partnerships and
are controlled by Mr. Aboodi. The business address of Kadima and OEA
is P.O. Box 1195, Alpine, New Jersey 07620-1195. Mr. Aboodi is a
general partner of each of Kadima and OEA.
During the last five years none of the Reporting Persons (i)
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the funds used by Kadima to acquire the
shares of Common Stock in the transaction described in this Schedule
13D was working capital.
Item 4. Purpose of Transaction.
The Reporting Persons acquired their shares of the Company's
Common Stock for investment purposes. The Reporting Persons are aware
that the Company has filed a registration statement, which has become
effective, pursuant to the Securities Act of 1933, as amended,
contemplating a transaction in which the Company will exchange shares
of its Common Stock for the 20% of the outstanding shares of its
subsidiary, Levitt Corporation (Levitt), a Maryland corporation, which
the Company does not presently own. Mr. Aboodi is the beneficial
owner of 14,000 Levitt shares (11,000 shares held directly and 3,000
shares held by a corporation partially owned by Mr. Aboodi). Mr.
Aboodi expects that such Levitt shares will be exchanged for Common
Stock of the Company in such transaction. In addition, any of the
Reporting Persons may from time to time, depending on general economic
conditions, market prices for the Common Stock, compliance with
governmental regulations and other factors, purchase additional shares
of Common Stock through open-market purchases, privately negotiated
transactions or otherwise and may also dispose of shares of Common
Stock.
Other than as indicated in this Schedule 13D, the Reporting
Persons do not have any present plans or proposals which relate to or
would result in: (i) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the
Company; (ii) an extraordinary corporate transaction, such as merger,
reorganization or liquidation, involving the Company; (iii) a sale or
transfer of a material amount of assets of the Company; (iv) any
change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of
directors or to fill any vacancies on the board; (v) any material
change in the present capitalization or dividend policy of the Company;
(vi) any other material change in the issuer's business or corporate
structure; (vii) changes in the Company's charter, by-laws, or other
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (viii) causing a
class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system or a registered national securities
association; (ix) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (x) any action
similar to any of those enumerated above. However, the Reporting
Persons reserve the right to formulate such plans or proposals, and
take action thereon, in the future.
Item 5. Interests in Securities of the Issuer.
As of December 2, 1988, Mr. Aboodi beneficially owned
358,760 shares of Common Stock (or 6.24% of the Company's outstanding
Common Stock), including the shares acquired in the transaction
described below. Mr. Aboodi has the sole power to vote and direct the
disposition of the 358,760 shares of Common Stock held collectively by
Kadima and CEA and has the sole power to vote and dispose of the
foregoing shares.
On December 2, 1988, Mr. Henry Benach, Builtland Partners,
and Mr. Aboodi on behalf of Kadima (the "Purchasers"), each entered
into separate agreements (the "Agreements") with American Financial
Corporation ("AFC") to purchase shares of Common Stock held by AFC.
Under the Agreements, Mr. Benach, Builtland Partners, and Mr. Aboodi on
behalf of Kadima acquired on such date 250,000, 1,000,000, and 308,760
shares, respectively, of Common Stock (or an aggregate of 1,558,760
shares or approximately 27% of the Company's outstanding shares) from
AFC at a purchase price of $6.00 per share. The 308,760 shares
purchased by Mr. Aboodi equal 5.4% of the Company's outstanding shares.
To the extent that the Purchasers acted together in
acquiring the above shares from AFC, they may be deemed under rules of
the Securities and Exchange Commission to be a group for purposes of
filing Statements on Schedule 13D to report such acquisitions. The
Reporting Persons have no agreements, arrangements or understandings
with any of the other Purchasers (and disclaim that they are a group
with the other Purchasers) with respect to holding, voting or disposing
of any shares of Common Stock or the acquisition of any additional
shares of Common Stock.
The Reporting Persons disclaim beneficial ownership of any
of the shares of Common Stock beneficially owned by the other
Purchasers and understand that each of the other Purchasers also
disclaims beneficial ownership of any shares of Common Stock held by
any other Purchaser. The Reporting Persons understand that the other
Purchasers have satisfied any obligations they may have to file a
Statement on Schedule 13D by reason of entering into the Agreement with
AFC by making separate filings on Schedule 13D.
On December 2, 1988, the Company, simultaneously with the
purchases of Common Stock by the Purchasers from AFC, entered into an
agreement with AFC (the "Deferral Agreement") with respect to the
extension and deferral of the redemption provisions and the elimination
of the conversion provisions of 66,928 shares of $5.81 Cumulative
Preferred Shares of the Company (the "Shares"). The Shares were
subject to mandatory redemption on December 31, 1990 and were
convertible into 1,338,560 shares of Common Stock, subject to
adjustment. The Deferral Agreement provides for the deferred
retirement of the Shares (after December 31, 1990) and the immediate
elimination of the conversion rights and dividend payment rights
pertaining to the Shares in consideration of the issuance to AFC after
December 31, 1990 of six equal promissory notes of the Company (the
"Notes") in the aggregate principal amount of $8.8 million. Each Note
will be in the principal amount of $1,466,667, subject to adjustments,
payable at maturity. The first Note will mature on January 1, 1992
with one additional Note maturing on each January 1 thereafter to
January 1, 1997. Simple interest will accrue on each Note from
January 1, 1989 to December 31, 1990 at the rate of 15% per annum.
The Company has the option of paying such accrued interest on January
1, 1991, or not paying such accrued amounts and having such amounts
added to the principal amounts of the Notes. Interest on the unpaid
principal amount of each Note will be payable quarterly in arrears at
the rate of 15% per annum with respect to the period commencing
January 1991. Should the Company fail to redeem in full its $5.08
Cumulative Preferred shares and its $5.00 Cumulative Preferred shares
on December 31, 1990, then so long as such preferred shares have not
been redeemed in full, the redemption and dividend features of the
Shares will be reinstated.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
On December 2, 1988, the Company also confirmed in writing
to Builtland Partners, Mr. Benach, and Mr. Aboodi on behalf of Kadima
(the "Registration Agreements") that the Company had agreed to file as
promptly as possible (and no later than 30 days from such date) a
shelf registration statement under the Securities Act of 1933 for the
shares such persons acquired from AFC under the Agreements; to maintain
such registration statement in effect for at least two years from
December 2, 1988; to file additional registration statements at the
Purchasers' requests; and to indemnify the Purchasers against liability
for statements of the Company made in such a registration statement.
The Reporting Persons have no other contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to
securities of the Company other than described elsewhere in this
Schedule 13D including, but not limited to, transfer or voting of any
such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division of profits
or loss, or giving or withholding of proxies.
Item 7. Material Required to be Filed as Exhibits.
A. Letter Agreement, dated November 28, 1988, between
American Financial Corporation and Oded Aboodi on
behalf of Kadima.
B. Letter, dated December 2, 1988, from Starrett Housing
Corporation to Oded Aboodi on behalf of Kadima.
C. Agreement among Oded Aboodi, Kadima and OEA as to the
joint filing of Schedule 13D.
SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this Schedule
13D is true, complete and correct.
Dated: January 18, 1989
Oded Aboodi
Oded Aboodi
KADIMA PARTNERS
By:Oded Aboodi
Oded Aboodi
General Partner
OEA PARTNERS
By:Oded Aboodi
Oded Aboodi
General Partner
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Starrett Corporation
(Name of Issuer)
Common Stock, par value $1.00 share
(Title of Class of Securities)
855 677 100
(CUSIP Number)
Oded Aboodi
75 Rockefeller Plaza
New York, New York 10019
(212) 484-8780
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 12, 1993
(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 the
statement. (A fee is not required only if the reporting 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 disclosures provided in
a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ODED ABOODI (###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF
SHARES
BENEFICIALLY OWNED BY?
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
387,360
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
387,360
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,360
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OEA PARTNERS (22-2409314)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 Jersey
NUMBER OF
SHARES
BENEFICIALLY OWNED BY?
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
50,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
50,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
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
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KADIMA PARTNERS (22-276496)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY OWNED BY?
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
308,760
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
308,760
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
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
The Schedule 13D previously filed by the undersigned
with respect to the securities described below is hereby amended
and restated in its entirety as follows:
Item 1. Security and Issuer.
This Schedule 13D relates to shares of common stock,
par value $1.00 per share ("Common Stock"), of Starrett Housing
Corporation, a New York corporation (the "Company"), with its
principal executive offices at 909 Third Avenue, New York, New
York 10022.
Item 2. Identity and Background
This Schedule 13D is being filed on behalf of Oded
Aboodi, Kadima Partners ("Kadima"), a Delaware general
partnership, and OEA Partners ("OEA"), a New Jersey general
partnership (collectively, the "Reporting Persons").
Mr. Aboodi, a United States citizen and certified
public accountant, and companies controlled by or associated with
him perform consulting services for private investors and
businesses, including Time Warner Inc. ("Time Warner") and
operations affiliated with Builtland Partners. Mr. Aboodi's
business address is 75 Rockefeller Plaza, New York, New York
10019.
Kadima and OEA are principally investment partnerships
and are controlled by Mr. Aboodi. The business address of Kadima
and OEA is P.O. Box 1195, Alpine, New Jersey 07620-1195. Mr.
Aboodi is a general partner of each of Kadima and OEA.
On May 12, 1994, the Securities and Exchange Commission
(the "Commission") filed a Complaint For Injunctive And Other
Relief (the "Complaint") and simultaneously therewith, without
admitting or denying the allegations contained in the Complaint,
Mr. Aboodi entered into a consent decree (the "Consent Decree")
with the Commission. The Complaint charged Mr. Aboodi with
violations of Section 17(a) of the Securities Act of 1933,
Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 promulgated thereunder in connection with trading by
certain family partnerships in securities of Time Warner. The
Consent Decree permanently enjoined Mr. Aboodi from violating
certain securities laws and required the disgorgement of
$413,700, plus interest, representing losses alleged to have been
avoided. In addition, a civil penalty in a similar amount was
required to be paid.
During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used by Kadima and OEA to acquire
the shares of Common Stock was working capital. The source of
funds used by Mr. Aboodi to acquire the shares of Common Stock
was personal funds.
Item 4. Purpose of Transaction.
The Reporting Persons acquired their shares of Common
Stock for investment purposes. Any of the Reporting Persons may
from time to time, depending on general economic conditions,
market prices for the Common Stock, compliance with governmental
regulations and other factors, purchase additional shares of
Common Stock through open market purchases, privately negotiated
transactions or otherwise and may also dispose of shares of
Common Stock.
Other than as indicated in this Schedule 13D, the
Reporting Persons do not have any present plans or proposals
which relate to or would result in: (i) the acquisition by any
person of additional securities of the Company, or the
disposition of securities of the Company; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the Company; (iii) a sale or transfer of a
material amount of assets of the Company; (iv) any change in the
present board of directors or management of the Company,
including any plans or proposals to change the number or term of
directors or to fill any vacancies on the board; (v) any material
change in the present capitalization or dividend policy of the
Company; (vi) any other material change in the Company's business
or corporate structure; (vii) changes in the Company's charter,
by-laws or other instruments corresponding thereto or other
actions which may impede the acquisition of control of the
Company by any person; (viii) causing a class of securities of
the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer
quotation system or by a registered national securities
association; (ix) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or (x) any action similar to those enumerated above.
However, the Reporting Persons reserve the right to formulate
such plans or proposals, and take action thereon, in the future.
Item 5. Interests in Securities of the Issuer.
As of May 12, 1994, Mr. Aboodi beneficially owned
387,360 shares of Common Stock (or 5.9% of the Company's
outstanding Common Stock). Mr. Aboodi has the sole power to vote
and direct the disposition of the 358,760 shares of Common Stock
collectively held by Kadima and OEA and has the sole power to
vote and dispose of the other shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer.
On December 2, 1988, the Company confirmed in writing
to Mr. Aboodi on behalf of Kadima that the Company had agreed to
file registration statements under the Securities Act of 1933, as
amended, with respect to the shares of Common Stock acquired by
Kadima upon request and to indemnify Kadima against liability for
statements of the Company made in any such registration
statements.
The Reporting Persons have no other contracts,
arrangements, understandings or relationships (legal or
otherwise) with respect to the securities of the Company other
than described elsewhere in this Schedule 13D including, but not
limited to, transfer or voting of any securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Material Required to be Filed as Exhibits.*
(a) Letter Agreement, dated November 28, 1988, between
American Financial Corporation and Oded Aboodi on behalf of
Kadima.
(b) Letter, dated December 2, 1988, from Starrett
Housing Corporation to Oded Aboodi on behalf of Kadima.
(c) Agreement among Oded Aboodi, Kadima and OEA as to
the joint filing of Schedule 13D.
________________________
* Previously filed.
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of each of the undersigned, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 23, 1994
Oded Aboodi
Oded Aboodi
KADIMA PARTNERS
By:Oded Aboodi
Oded Aboodi
General Partner
OEA PARTNERS
By:Oded Aboodi
Oded Aboodi
General Partner
PROSKAUER ROSE GOETZ & MENDELSOHN LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036
TEL: (212) 969-3236
FAX: (212) 969-2900
January 16, 1997
VIA EDGAR SYSTEM
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C, 20549
Attention: Office of Reports and
Information Services
Re: Starrett Corporation (the "Company")
Dir Sir or Madam:
Transmitted herewith through the EDGAR system, on
behalf of Oded Aboodi, OEA Partners and Kadima Partners, is
Amendment No. 2 to Schedule 13D relating to their ownership of
shares of the Common Stock, par value $1.00 per share, of the
Company.
Concurrently herewith a copy of this Schedule 13D is
being sent by certified mail to the Company, at its principal
place of business.
Very truly yours,
Martin Klein
