UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Starrett Corporation
(Name of Issuer)
Common Stock, par value $1.00 share
(Title of Class of Securities)
855 677 100
(CUSIP Number)
Edwin V. Petz
Suite 4200
1271 Avenue of the Americas
New York, NY 10020
(212) 708-0844
(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
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY?
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
303,000
8 SHARED VOTING POWER
1,696,350
9 SOLE DISPOSITIVE POWER
303,000
10 SHARED DISPOSITIVE POWER
1,696,350
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
998,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%
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
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY?
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
444,477
8 SHARED VOTING POWER
1,209,441
9 SOLE DISPOSITIVE POWER
444,477
10 SHARED DISPOSITIVE POWER
1,209,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
695,120
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
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
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY?
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
1,335,051
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,335,051
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY?
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
83,187
8 SHARED VOTING POWER
1,209,441
9 SOLE DISPOSITIVE POWER
83,187
10 SHARED DISPOSITIVE POWER
1,209,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY?
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
600,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
600,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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
Paul Milstein, PIM Holding Co. (PIM), Seymour Milstein, SVM
Holding Co. (SVM) and Builtland Partners (Builtland),
(collectively, the Reporting Persons), 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, 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 Oded Aboodi, OEA
Partners (OEA), Kadima Partners (Kadima), 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 Oded Aboodi, OEA Partners, Kadima
Partners, 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 and 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 Improvement 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.
(a) The first sentence of Item 5(a) is hereby amended
in its entirety and replaced with the following:
"As of January 15, 1997, the Reporting Persons, Bradley
Associates and the Foundation, 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 (15.9%) to Paul Milstein (including
PIM) and 333,830 shares (5.3%) to Seymour Milstein (including
SVM).
In addition, partners of Builtland who are not Reporting
Persons and spouses of partners of Builtland own 75,860 shares of
Common Stock (1.2%) (all of which shares are excluded from the
above table).
(b) The first sentence of the last paragraph of Item 5(a)
is hereby amended in its entirety to read as follows:
Percentages of the outstanding Common Stock were calculated
based on 6,260,960 shares reported on the Company's Form 10-Q for
the quarter ended September 30, 1996.
(c) Item 5(a) is hereby further amended to add the
following:
The information set forth below has been derived from the
Schedule 13D dated January 18, 1989, as amended, filed by Oded
Aboodi, OEA and Kadima and the Schedule 13D dated April 9, 1985,
as amended, filed by Henry Benach and Benhome.
As of January 15, 1997, Mr. Aboodi beneficially owned
387,360 shares of Common Stock (or 6.2% of the 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.
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 sole 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 1500
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.
(c) Item 5(c) is hereby amended as follows:
On January 8, 1997, Builtland transferred 500,000
shares of Common Stock to the Foundation. Such transfer
constituted a gift.
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
3. Amendment No. 1 to Schedule 13D
4. Amendment No. 2 to Schedule 13D
5. Amendment No. 3 to Schedule 13D
6. Amendment No. 4 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/ Paul Milstein
Paul Milstein
PIM HOLDING CO.
By:/s/ Paul Milstein
Paul Milstein, Trustee
General Partner
/s/ Seymour Milstein
Seymour Milstein
SVM HOLDING CO.
By:/s/ Seymour Milstein
Seymour Milstein, Trustee
General Partner
BUILTLAND PARTNERS
By:/s/Paul Milstein
General Partner
Schedule A
The information set forth below has been 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 Oded Aboodi, OEA and Kadima
"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 1285 Avenue of the Americas, 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."
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 the 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."
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)
Edwin V. Petz
Suite 4200
1271 Avenue of the Americas
New York, NY 10020
(212) 708-0844
(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
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*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
1,100
8 SHARED VOTING POWER
1,378,141
9 SOLE DISPOSITIVE POWER
1,100
10 SHARED DISPOSITIVE POWER
1,378,141
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
378,020
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*X
See Item 5(a) within
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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
PIM HOLDING
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
NUMBER OF
SHARES
BENEFICIALLY OWNED BY?
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
126,277
8 SHARED VOTING POWER
1,209,441
9 SOLE DISPOSITIVE POWER
126,277
10 SHARED DISPOSITIVE POWER
1,209,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,920
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
See Item 5 (a) within
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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
SEYMOUR MILSTEIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
1,310,051
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,310,051
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5(a) within
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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
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*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
58,187
8 SHARED VOTING POWER
1,209,441
9 SOLE DISPOSITIVE POWER
58,187
10 SHARED DISPOSITIVE POWER
1,209,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
See Item 5(a) within
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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
BUILTLAND PARTNERS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
7 SOLE VOTING POWER
1,100,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
1,100,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
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,
$1.00 par value (Common Stock), of Starrett Housing Corporation,
a New York corporation (the Company) 909 Third Avenue, New York,
New York 10022.
Item 2. Identity and Background.
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 and private investor.
Seymour Milstein, directly and through SVM, a
partnership comprised of trusts of which he and his wife Vivian
Milstein are co-trustees, is a real estate developer and private
investor.
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 Milstein Lederman, Roslyn Milstein Meyer,
Edward L. Milstein, Howard P. Milstein, Paul Milstein, Philip L.
Milstein, Seymour Milstein and Barbara Milstein Zalaznick.
Constance Milstein Lederman is an attorney.
Roslyn Milstein Meyer is a clinical psychologist.
Edward L. Milstein is President of Timko Contracting
Corp., a New York corporation, 1271 Avenue of the Americas, New
York, New York 10020, which is engaged in building construction.
Howard P. Milstein is Vice Chairman of Emigrant Savings
Bank, a New York stock savings bank (Emigrant), 5 East 42nd
Street, New York, NY 10017.
Philip L. Milstein is Vice Chairman 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
Planzer. 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 and David V. Habif, a physician.
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.
Item 3. Source and Amount of Funds or Other Consideration.
Builtland purchased, for cash, 1,000,000 shares of the
Company's Common Stock on December 2, 1988 for $6,000,000,
utilizing its working capital. No part of the purchase price was
represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting
securities. The shares owned by the other Reporting Persons,
Bradley and the Foundation, enumerated in this Schedule 13D, were
originally acquired some years ago (or, in the case of the
Foundation, by gift) and are unencumbered.
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, a
Maryland corporation (Levitt), which the Company does not
presently own. Those Reporting Persons who are also shareholders
of Levitt expect that their Levitt shares (141,300 shares in the
aggregate) 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. (See Items 5 (c) and 6.)
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 of 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 future.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof the Reporting Persons,
Bradley and the Foundation respectively own directly and
beneficially shares of the Company's Common Stock as follows:
Paul Milstein 1,100 (-%)
PIM 126,277 (2.2%)
Seymour Milstein 0 0%0
SVM 58,187 (1.0%)
Builtland l,100,000 (19.1%)
Bradley 109,441 (1.9%)
the Foundation 42,423 (0.7%)
1,437,428 (25.0%)*
*Percentages do not add because of rounding.
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 378,020 shares (6.6%)
of the Common Stock, and Seymour Milstein (with SVM) beneficially
owns 308,830 shares (5.4%). Paul and Seymour Milstein each for
himself, (and PIM and SVM, respectively) disclaims beneficial
ownership of any shares beneficially owned by the other.
Percentages of the outstanding Common Stock were calculated
based on the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1988.
(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) On December 2, 1988, Builtland, Oded Aboodi on behalf
of a controlled partnership and others, and Henry Benach
(collectively, the Purchasers) each entered into separate
agreements (the Agreements) with American Financial Corporation
(AFC) to purchase shares of the Company's Common Stock held by
AFC. Under the Agreements, Builtland, Mr. Aboodi on behalf of a
controlled partnership and others, and Mr. Benach acquired on
such date 1,000,000, 308,760 and 250,000 shares, respectively, of
Common Stock. While the Purchasers may be deemed under rules of
the Securities and Exchange Commission to have acted as a group
in effecting such purchases, neither Builtland nor any of the
other Reporting Persons has any agreement, arrangement or
understanding with any of 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. Builtland
(and each of the other Report Persons) expressly disclaims
beneficial ownership of any of the shares of Common Stock
beneficially owned by any of the other Purchasers, and any
obligations as to such other Purchasers with respect to filing a
Schedule 13D or otherwise by reason of any Agreement or the
consummation thereof.
Also on December 2, 1988, simultaneously with the purchases
of Common Stock by the Purchasers from AFC, the Company 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 $5.81
Cumulative Preferred Shares of the Company (the Shares), which
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, subject to adjustments, maturing on
January 1, 1992 and on each January 1 thereafter to and including
January 1, 1997. The Deferral Agreement also provides that
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 dividends features of
the Shares will be reinstated.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings and
Relationships with Respect to Securities of the Issuer.
On December 2, 1988, the Company confirmed in writing to
Buitland 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 acquired from AFC under Builtland's Agreement; to maintain
such registration statement in effect for at least two years from
December 2, 1988; to file additional registration statements upon
request; and to indemnify Builtland against liability for
statements of the Company made in such a registration statement.
Builtland understands that similar confirmation were given to the
other purchasers.
The Reporting Persons have no other contracts, arrangements,
understandings or relationships (legal or otherwise) not
indicated in this Schedule 13D with any person with respect to
any Company securities, including, but not limited to, transfer
or voting of any of 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.
Exhibit A - Letter agreement dated December 2, 1988
between AFC and Builtland.
Exhibit B - Letter dated December 2, 198 from the
Company to Builtand.*
Exhibit C - Agreement among Seymour Milstein, SVM,
Paul Milstein, PIM and Builtland as to
filing of Schedules 13D and amendments.
Exhibit D - Power of Attorney of Seymour Milstein.
Exhibit E - Power of Attorney of SVM.
Exhibit F - Power of Attorney of Paul Milstein
Exhibit G - Power of Attorney of PIM.
The Reporting Persons have received a copy of Amendment
No. 2 dated December 12, 1988 to the Schedule 13D of Henry Benach
which includes similar letter agreements with, and letters to,
Messrs. Benach and Oded Aboodi, as well as the Deferral Agreement
referred to in Item 5(c) herein, as exhibits, on the basis of
which certain information herein has been furnished.
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this Statement is true, complete and
correct.
December 27, 1988 /s/ Paul Milstein
Paul Milstein
PIM HOLDING CO.
By:/s/ Paul Milstein
Paul Milstein, Trustee,
General Partner
/s/ Seymour Milstein
Seymour Milstein
(by Paul Milstein, Attorney in
Fact)
SVM HOLDING CO.
By:/s/ Seymour Milstein
Paul Milstein, Attorney in
Fact
BUILTLAND PARTNERS
By:/s/ Paul Milstein
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)
Edwin V. Petz
Suite 4200
1271 Avenue of the Americas
New York, NY 10020
(212) 708-0844
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 19, 1989
(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
PAUL MILSTEIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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
7 SOLE VOTING POWER
26,600
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,468,941
BENEFICIALLY
OWNED BY? 9 SOLE DISPOSITIVE POWER
EACH 26,600
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,468,941
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
494,320
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5 within
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
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
PIM HOLDING
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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
7 SOLE VOTING POWER
217,077
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,209,441
BENEFICIALLY
OWNED BY? 9 SOLE DISPOSITIVE POWER
EACH 217,077
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,209,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,740
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5 within
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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
SEYMOUR MILSTEIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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
7 SOLE VOTING POWER
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,335,051
BENEFICIALLY
OWNED BY? 9 SOLE DISPOSITIVE POWER
EACH
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,335,051
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
338,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5 within
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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
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*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
83,187
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,209,441
BENEFICIALLY
OWNED BY? 9 SOLE DISPOSITIVE POWER
EACH 83,187
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,209,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5 within
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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
BUILTLAND PARTNERS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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
7 SOLE VOTING POWER
1,100,000
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY? 9 SOLE DISPOSITIVE POWER
EACH 1,100,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
See Item 5 within
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
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
This Amendment to 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),
and amends Item 5 of Schedule 13D dated December 27, 1988
relating to shares of Common Stock, $1.00 par value (Common
Stock), of Starrett Housing Corporation, a New York corporation
(the Company), 909 Third Avenue, New York, New York 10022, as set
forth below.
Item 5.Interest in Securities of the Issuer.
(a) The first sentence of Item 5(a) is hereby amended
in its entirety and replaced with the following:
As of the date hereof the Reporting Persons, Bradley
Associates and Milstein Family Foundation, Inc., respectively own
directly and beneficially shares of the Company's Common Stock as
follows:
Paul Milstein 26,600 ( 0.4%)
PIM 217,077 ( 3.4%)
Seymour Milstein 0 ( 0%)
SVM 83,187 ( 1.3%)
Builtland 1,100,000 (17.0%)
Bradley 109,441 ( 1.7%)
the Foundation 42,423 ( 0.7%)
1,578,728 (24.5%)
Direct and indirect beneficial ownership of Common Stock is
attributable 494,320 shares (7.7%) to Paul Milstein (including
PIM) and 333,830 shares (5.2%) to Seymour Milstein (including
SVM).
(b) The last paragraph of Item 5(a) is hereby amended
in its entirety to read as follows:
Percentages of the outstanding Common Stock were
calculated based on the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1988, adjusted for the
issuance of the 705,000 shares which the Reporting Persons have
been advised were issued pursuant to the merger referred to in
the Amendment to Item 5(c). The shares of Common Stock reflected
in this Item 5(a) exclude 85,850 shares (1.3%) in the aggregate
beneficially owned by various individual partners of Builtland
who are not Reporting Persons and spouses of partners of
Builtland, most of which shares were acquired pursuant to the
merger and in which shares each of the Reporting Persons
disclaims any beneficial interest.
(c) Item 5(c) is hereby amended as follows:
Certain of the Reporting Persons acquired an aggregate
of 141,300 shares of Common Stock pursuant to a merger effected
January 19, 1989, whereby one share of the Company's Common Stock
was exchanged for each outstanding share, not then owned by the
Company, of Levitt Corporation, as follows: Paul Milstein,
25,500 shares; PIM, 90,800 shares; SVM, 25,000 shares. The
Levitt shares exchanged by such Reporting Persons had been
acquired in numerous transactions over a period of several years.
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this Statement is true, complete and
correct.
January 26, 1989 /s/ Paul Milstein
Paul Milstein
PIM HOLDING CO.
By:/s/ Paul Milstein
Paul Milstein, Trustee,
General Partner
/s/ Seymour Milstein
Seymour Milstein
SVM HOLDING CO.
By:/s/ Seymour Milstein
Seymour Milstein, Trustee,
General Partner
BUILTLAND PARTNERS
By:/s/ Paul Milstein
General Partner
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)
Edwin V. Petz
Suite 4200
1271 Avenue of the Americas
New York, NY 10020
(212) 708-0844
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 21, 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 Page 3 of 9 Pages
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*
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
145,000
8 SHARED VOTING POWER
1,564,240
9 SOLE DISPOSITIVE POWER
145,000
10 SHARED DISPOSITIVE POWER
1,564,240
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
708,020
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8
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 4 of 9 Pages
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*
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
NUMBER OF SHARES BENEFICIALLY OWNED BY?
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
312,377
8 SHARED VOTING POWER
1,209,441
9 SOLE DISPOSITIVE POWER
312,377
10 SHARED DISPOSITIVE POWER
1,209,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
563,020
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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 5 of 9 Pages
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*
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
NUMBER OF SHARES BENEFICIALLY OWNED BY?
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
1,335,051
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,335,051
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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 6 of 9 Pages
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*
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
NUMBER OF SHARES BENEFICIALLY OWNED BY?
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
83,187
8 SHARED VOTING POWER
1,209,441
9 SOLE DISPOSITIVE POWER
83,187
10 SHARED DISPOSITIVE POWER
1,209,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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 6 of 9 Pages
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*
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
NUMBER OF SHARES BENEFICIALLY OWNED BY?
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
1,100,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
1,100,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
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
This Amendment to 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),
and amends Schedule 13D dated December 27, 1988, as heretofore
amended, relating to shares of Common Stock, $1.00 par value
(Common Stock), of Starrett Housing Corporation, a New York
corporation (the Company), 909 Third Avenue, New York, New York
10022, as set forth below.
Item 3. Sources and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following:
The shares acquired within the last 60 days as set forth in
paragraph (c) under Item 5 below were purchased in the ordinary
course of business through margin accounts with Ernst & Co.
Item 5. Interest in Securities of the Issuer.
(a) The first sentence of Item 5(a) is hereby amended in
its entirety and replaced with the following:
As of June 25, 1993 the Reporting Persons, Bradley
Associates and Milstein Family Foundation, Inc., respectively,
own directly and beneficially shares of the Company's Common
Stock as follows:
Paul Milstein 145,000 ( 2.2%)
PIM 312,377 (4.8%)
Seymour Milstein 0 (0%)
SVM 83,187 ( 1.3%)
Builtland 1,100,000 (16.8%)
Bradly 109,441 ( 1.7%)
the Foundation 42,000 ( 0.6%)
1,792,437 (27.3%)*
* Percentages do not add because of rounding.
Direct and indirect beneficial ownership of Common Stock is
attributable 708,020 shares (10.8%) to Paul Milstein (including
PIM) and 333,830 shares (5.1%) to Seymour Milstein (including
SVM).
(b) The last paragraph of Item 5(a) is hereby amended in
its entirety to read as follows:
Percentages of the outstanding Common Stock were calculated
based on 6,566,402 shares shown to be outstanding on the
Company's Form 10-K for the year ended December 31, 1992. 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.
(c) Item 5(c) is hereby amended as follows:
During the 60 days prior to the date hereof, Paul Milstein
and PIM Holding Co. have purchased shares of Common Stock in
brokerage transactions on the American Stock Exchange as follows:
No. of
Date Shares Price
PIM Holding Co. June 21, 1993 5,000 $5.25
Paul Milstein June 22, 1993 145,000 $5.25
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this Statement is true, complete and
correct.
June 28, 1993
/s/ Paul Milstein
Paul Milstein
PIM HOLDING CO.
By: /s/ Paul Milstein
Paul Milstein, Trustee,
General Partner
/s/ Seymour Milstein
Seymour Milstein
SVM HOLDING CO.
By: /s/ Seymour Milstein
Seymour Milstein, Trustee,
General Partner
BUILTLAND PARTNERS
By: /s/ Paul Milstein
General Partner
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Starrett Corporation
(Name of Issuer)
Common Stock, par value $1.00 share
(Title of Class of Securities)
855 677 100
(CUSIP Number)
Edwin V. Petz
Suite 4200
1271 Avenue of the Americas
New York, NY 10020
(212) 708-0844
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 21, 1994
(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 3 of 10 Pages
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*
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
NUMBER OF SHARES BENEFICIALLY OWNED BY?
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
145,000
8 SHARED VOTING POWER
1,635,040
9 SOLE DISPOSITIVE POWER
145,000
10 SHARED DISPOSITIVE POWER
1,635,040
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
778,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4
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 4 of 10 Pages
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*
00
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
NUMBER OF SHARES BENEFICIALLY OWNED BY?
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
383,177
8 SHARED VOTING POWER
1,209,441
9 SOLE DISPOSITIVE POWER
383,177
10 SHARED DISPOSITIVE POWER
1,209,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
663,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
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 5 of 10 Pages
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*
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
NUMBER OF SHARES BENEFICIALLY OWNED BY?
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
1,335,051
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,335,051
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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 6 of 10 Pages
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*
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
NUMBER OF SHARES BENEFICIALLY OWNED BY?
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
83,187
8 SHARED VOTING POWER
1,209,441
9 SOLE DISPOSITIVE POWER
83,187
10 SHARED DISPOSITIVE POWER
1,209,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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 7 of 10 Pages
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*
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
NUMBER OF SHARES BENEFICIALLY OWNED BY?
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
1,100,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
1,100,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
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
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),
and amends Schedule 13D dated December 27, 1988, as heretofore
amended, relating to shares of Common Stock, $1.00 par value
(Common Stock), of Starrett Housing Corporation, a New York
corporation (the Company), 909 Third Avenue, New York, New York
10022, as set forth below.
Item 3. Sources and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following:
The shares acquired within the last 60 days as set
forth in paragraph (c) under Item 5 below were purchased in the
ordinary course of business through margin accounts with Ernst &
Co.
Item 4. Purpose of Transaction
Item 4 of this Schedule 13D is hereby amended by adding
at the end thereof the following additional paragraph:
"However, the Reporting Persons are aware that
management of the Company, of which Paul Milstein is Chairman of
the Board of Directors, from time to time has considered and may
continue to consider or evaluate possible transactions of the
nature described or referred to in the preceding paragraph, or
which could have one or more of the results described or referred
to therein, including possible acquisition or disposition of
securities of the Company, mergers, acquisitions or dispositions
of assets, changes in the Company's business and matters
incidental thereto. The Reporting Persons also may consider and
evaluate possible transactions of such nature, either for their
own account as relates to Common Stock owned by them or for
recommendation to the Company, and the Company or one or more of
the Reporting Persons may discuss such possible transactions with
third parties. There can be no assurance any such transaction
will be concluded."
Item 5. Interest in Securities of the Issuer.
(a) The first sentence of Item 5(a) is hereby amended in
its entirety and replaced with the following:
As of December 28, 1994 the Reporting Persons, Bradley
Associates and Milstein Family Foundation, Inc., respectively,
own directly and beneficially shares of the Company's Common
Stock as follows:
Paul Milstein 145,000 ( 2.3%)
PIM 383,177 ( 6.1%)
Seymour Milstein 0 ( 0%)
SVM 83,187 ( 1.3%)
Builtland 1,100,000 (17.6%)
Bradly 109,441 ( 1.7%)
the Foundation 42,432 ( 0.7%)
1,863,237 (29.8%)*
* Percentages do not add because of rounding.
Direct and indirect beneficial ownership of Common Stock is
attributable 778,820 shares (12.4%) to Paul Milstein (including
PIM) and 333,830 shares (5.3%) to Seymour Milstein (including
SVM)."
(b) The last paragraph of Item 5(a) is hereby amended in
its entirety to read as follows:
Percentages of the outstanding Common Stock have been
calculated based on 6,260,972 shares shown to be outstanding on
the Company's Proxy Statement for its Annual Meeting of
Shareholders held October 27, 1994. 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."
(c) Item 5(c) is hereby amended as follows:
During the 60 days prior to the date of this Amendment to
Schedule 13D, PIM Holding Co. has purchased shares of Common
Stock in brokerage transactions on the American Stock Exchange as
follows:
No. of
Date Shares Price
Nov. 3, 1994 30,000 $7.375
Nov. 21, 1994 5,900 $7.25
Nov. 22, 1994 2,000 $7.00
Nov. 28, 1994 7,000 $7.00
Dec. 21, 1994 17,500 $7.00
Dec. 21, 1994 5,000 $6.975
The increase reported in this Amendment to Schedule 13D in shares
of Common Stock of the Company owned by the Reporting Persons
totals 70,800 shares (including the shares set forth above) or
approximately 1.1% of the shares of Common Stock outstanding
calculated as set forth above.
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this Statement is true, complete and
correct.
December 30, 1994
/s/ Paul Milstein
Paul Milstein
PIM HOLDING CO.
By: /s/ Paul Milstein
Paul Milstein, Trustee,
General Partner
/s/ Seymour Milstein
Seymour Milstein
SVM HOLDING CO.
By: /s/ Seymour Milstein
Seymour Milstein, Trustee,
General Partner
BUILTLAND PARTNERS
By: /s/ Paul Milstein
General Partner
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Starrett Corporation
(Name of Issuer)
Common Stock, par value $1.00 share
(Title of Class of Securities)
855 677 100
(CUSIP Number)
Edwin V. Petz
Suite 4200
1271 Avenue of the Americas
New York, NY 10020
(212) 708-0844
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 23, 1995
(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 3 of 9 Pages
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*
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
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY?
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
303,000
8 SHARED VOTING POWER
1,640,040
9 SOLE DISPOSITIVE POWER
303,000
10 SHARED DISPOSITIVE POWER
1,640,040
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
941,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0
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
SCHEDULE 13D
CUSIP No. 855 677 100 Page 4 of 9 Pages
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*
00
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
NUMBER OF SHARES BENEFICIALLY OWNED BY?
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
388,177
8 SHARED VOTING POWER
1,209,441
9 SOLE DISPOSITIVE POWER
383,177
10 SHARED DISPOSITIVE POWER
1,209,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
638,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
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 5 of 9 Pages
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*
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
NUMBER OF SHARES BENEFICIALLY OWNED BY?
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
1,335,051
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,335,051
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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 6 of 9 Pages
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*
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
NUMBER OF SHARES BENEFICIALLY OWNED BY?
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
83,187
8 SHARED VOTING POWER
1,209,441
9 SOLE DISPOSITIVE POWER
83,187
10 SHARED DISPOSITIVE POWER
1,209,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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 7 of 9 Pages
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*
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
NUMBER OF SHARES BENEFICIALLY OWNED BY?
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
1,100,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
1,100,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
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
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),
and amends Schedule 13D dated December 27, 1988, as heretofore
amended, relating to shares of Common Stock, $1.00 par value
(Common Stock), of Starrett Housing Corporation, a New York
corporation (the Company), 909 Third Avenue, New York, New York
10022, as set forth below.
Item 3. Sources and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following:
The shares acquired by PIM since January 1, 1995 as set
forth in paragraph (b) under Item 5 below were purchased in the
ordinary course of business through margin accounts with Ernst &
Co.; those so acquired by Paul Milstein were purchased in
brokerage transactions with personal funds.
Item 5. Interest in Securities of the Issuer.
(a) The first sentence of Item 5(a) is hereby amended in
its entirety and replaced with the following:
As of March 1, 1995 the Reporting Persons, 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 ( 4.7%)
PIM 383,177 ( 6.2%)
Seymour Milstein 0 ( 0%)
SVM 83,187 ( 1.3%)
Builtland 1,100,000 (17.6%)
Bradly 109,441 ( 1.7%)
the Foundation 42,432 ( 0.7%)
2,026,237 (32.4%)*
* Percentages do not add because of rounding.
Direct and indirect beneficial ownership of Common Stock is
attributable 941,820 shares (15.0%) to Paul Milstein (including
PIM) and 333,830 shares (5.3%) to Seymour Milstein (including
SVM)."
(b) Item 5(c) is hereby amended as follows:
During the 60 days prior to the date of this Amendment to
Schedule 13D, Paul Milstein and PIM have purchased shares of
Common Stock in brokerage transactions on the American Stock
Exchange as follows:
No. of
Date Shares Price
PIM January 5, 1995 5,000 $7.00
Paul Milstein February 23, 1995 158,000 $6.75
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
March 3, 1995
/s/ Paul Milstein
Paul Milstein
PIM HOLDING CO.
By: /s/ Paul Milstein
Paul Milstein, Trustee,
General Partner
/s/ Seymour Milstein
Seymour Milstein
SVM HOLDING CO.
By: /s/ Seymour Milstein
Seymour Milstein, Trustee,
General Partner
BUILTLAND PARTNERS
By: /s/ Paul Milstein
General Partner
