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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, 1996 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 8 Pages
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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 20, 1997: $22,910,951. (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 December 31, 1996
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
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PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Paul Milstein has been active for more than five years as a
real estate developer and investor. Irving R. Fischer, who served as Chief
Executive Officer and Chairman of the Board of HRH Construction Corporation
until August 1995, served in such capacity for more than five years. Henry
Benach, who served as Chairman of the Board of the Corporation until December
31, 1993, served in such position for more than five years. Mr. Benach remains a
director of the Corporation, and is also a director of M.I. Fund, Inc. Robert
Berne has been active for more than five years as a real estate investor and
developer. His development activities during this period have primarily involved
projects in which Paul Milstein and members of his family were the principal
investors. Robert C. Rosenberg was principally engaged as Chief Executive
Officer and Chairman of the Board of Grenadier Realty Corp. for more than five
years prior to his ceasing to hold such positions in April 1997. Elliott M.
Wiener has been principally engaged as Chief Executive Officer and Chairman of
the Board of Levitt Corporation for more than five years. John E. Zuccotti
is a director or trustee of many boards, both corporate and not-for-profit,
including Capstone Pharmacy Services, Inc., eight of the Dreyfus funds and
Columbia University. Mr. Zuccotti is presently Chairman and CEO of World
Financial Properties, Inc. and former President and CEO of Olympia & York
Companies, (U.S.A.).
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, 1996, December 31, 1995 and December 31, 1994 by
the chief executive officer and the four other most highly paid executive
officers in office on December 31, 1996 whose salary and bonus for the year
ended December 31, 1996 exceeded $100,000.
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
All Other
Compensation
Annual Compensation ($)
- --------------------------------------------------------------------------------------------------------------
Name/Title Year Salary Bonus
($) ($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
Irving R. Fischer, 1996 500,000 319,530 (2), (3)
------------------------------------------
President and Chief 1995 300,000 388,928
------------------------------------------
Operating Officer 1994 300,000 150,000
------------------------------------------
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Elliott M. Weiner, 1996 300,000 304,311
------------------------------------------
Chairman of the 1995 300,000 304,254
------------------------------------------
Board and Chief 1994 250,000 300,000
------------------------------------------
Executive Officer of
Levitt Corporation
(1)
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Robert C. Rosenberg, 1996 250,000 87,228 (2)
------------------------------------------
Chairman of the 1995 250,000 135,492
------------------------------------------
Board and Chief 1994 200,000 133,942
------------------------------------------
Executive Officer of
Grenadier Realty
Corp. (1)(4)
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Lewis A. Weinfeld, 1996 200,000 106,510 (2)
------------------------------------------
Executive Vice 1995 200,000 129,643
------------------------------------------
President, Chief 1994 180,000 107,000
------------------------------------------
Financial Officer
and Secretary
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Frank Ross, Sr., 1996 250,000 153,800 (2)
------------------------------------------
Chairman of the 1995 250,000 80,000
------------------------------------------
Board and Chief 1994 200,000 0
------------------------------------------
Executive Officer of
HRH Construction
Corporation (1)
- --------------------------------------------------------------------------------------------------------------
</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
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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.
(4) Mr. Rosenberg has ceased to serve as Chairman of the Board
and Chief Executive Officer of Grenadier Realty Corp.
effective April 2, 1997.
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 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.
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders
As of April 17, 1997, 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, PIM Holding Common 2,058,749 32.9%
Co., Seymour Milstein, SVM Stock shares (1)
Holding Co., Builtland
Partners, and the Milstein
Family Foundation
1271 Avenue of the Americas
New York, NY
Henry Benach Common 686,198 11.0%
909 Third Avenue Stock shares (2)
New York, NY
Oded Aboodi, OEA Partners
and Kadima Partners Common 387,360 6.2%
75 Rockefeller Plaza Stock shares (3)
New York, NY
Dimension Fund Common 469,300 7.5%
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:
Builtland Partners ("Builtland"), a partnership beneficially
owned by members of the Milstein family, owns directly 600,000
shares (or 9.6%) of the Company's Common Stock. Paul Milstein
beneficially owns 898,120 shares (14.3%) including shares
owned by PIM Holding Co. ("PIM") and, together with PIM, may
be deemed to be
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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
210,051 shares (3.4%) owned by SVM and, together with SVM, may
be deemed to be a beneficial owner of 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. The Milstein Family Foundation (the
"Foundation") owns directly 542,423 shares (or 8.7%) of the
Company's Common Stock. Builtland, PIM, SVM, Paul Milstein,
Seymour Milstein and the Foundation (the "Reporting Persons")
disclaim beneficial ownership of 23,779 shares (0.4%) owned by
SVM Foundation, and 81,535 shares (1.3%) 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 1,500 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 Benhome L.P., a limited partnership in which Mr.
Benach is the general 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:
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 6.2% of the Company's Common
Stock.
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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 17, 1997, 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 9,707 0.2%
Stock shares
Elliott M. Wiener Common 25,500 0.4%
Stock shares
Robert C. Rosenberg Common 3,333 0.05%
Stock shares
Murray Smith Common 36,000 0.5%
Stock shares
Stephen R. Salup Common 1,000 0.02%
Stock shares
All executive officers Common 2,205,289 35.2%
and directors as a group Stock shares
(including those named
above)
</TABLE>
- ---------------------
(1) See Footnote (1) under Item 12 ("Principal Shareholders"), supra.
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Item 13. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Pursuant to a Memorandum of Understanding between the
Corporation and the City of New York, the Corporation 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 stages and requires various
government agency approvals. Milstein Properties, in which Paul Milstein (the
Company's Chairman of the Board) and members of his family are the principal
owners, 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 two-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. Annual rental payments under the
lease aggregate $151,200.
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 $67,467 for such services during 1996, 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 1996.
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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
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