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)
Henry Benach
3110 Miro Drive North
Palm Beach Gardens, FLA 33410
(561) 775-1855
(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
HENRY BENACH ###-##-####
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
686,198
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
686,198
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
686,198
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%
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
BENHOME L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
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
242,900
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
242,900
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
242,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.88%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
This Amendment to Schedule 13D is being filed on behalf of
Henry Benach and Benhome L.P. (Benhome) (collectively, the
Reporting Persons), and amends the Schedule 13D dated April 9,
1985, as heretofore amended, relating to shares of Common Stock,
$1.00 par value (Common Stock), of Starrett Corporation, a New
York corporation (the Company), 909 Third Avenue, New York, New
York 10022, as set forth below. This amendment includes
information with respect to Paul Milstein, PIM Holding Co. (PIM),
Seymour Milstein, SVM Holding Co. (SVM), Builtland Partners
(Builtland), Oded Aboodi, OEA Partners (OEA) and Kadima Partners
(Kadima). These entities, together with the Reporting Persons
(collectively referred to as the Shareholders), may be deemed to
constitute a group for purposes of Rule 13d-5(b)1. See Item 4.
Item 2. Identity and Background.
Item 2 is hereby amended to add the following:
Information with respect to Paul Milstein, PIM, Seymour Milstein,
SVM, Builtland, Oded Aboodi, OEA and Kadima is attached hereto as
Schedule A.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On January 9, 1997, the Shareholders executed a letter of
intent (the Letter) with The Related Companies L.P. pursuant to
which The Related Companies L.P. or its affiliates ("Related")
would purchase from the Shareholders all of their shares of
Common Stock at a price of $12.00 per share, for an aggregate
purchase price of $38,819,352 (the "Purchase"). The transaction
is subject to the execution of a definitive stock purchase
agreement, the expiration of any required waiting periods under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and
other conditions. The Shareholders have agreed not to transfer
or encumber any of their shares of Common Stock on or prior to
January 31, 1997. By virtue of executing the Letter, the
Shareholders may be deemed to constitute a group for purposes of
Rule 13d-5(b)(1). Therefore the Shareholders are filing
amendments to each of their Schedule 13-D's.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended to add the following:
"As of January 15, 1997, Henry Benach beneficially
owned 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 of the remainder of the foregoing
shares. The foregoing shares exclude 1,050 shares of Common
Stock beneficially owned by Shirlee Benach, Mr. Benach's wife,
and 1,500 shares beneficially owned by The Henry and Shirlee
Benach Foundation (the "Foundation"), of which Mr. Benach and
Shirlee Benach are officers and directors. Mr. Benach disclaims
beneficial ownership of the shares beneficially owned by Shirlee
Benach and the Foundation. On December 17, 1996 Mr. Benach
disposed of 3,000 shares by gift."
"The information set forth below has been substantially
derived from the Schedule 13D dated December 27, 1988, as
amended, filed by Paul Milstein, PIM, Seymour Milstein, SVM and
Builtland, the Form 4 for the month of December 1995 filed by
Paul Milstein and the Schedule 13D dated January 18, 1989, as
amended, filed by Oded Aboodi, OEA and Kadima.
Percentages of the outstanding Common Stock were
calculated based on 6,260,960 shares shown to be outstanding on
the Company's Form 10-Q for the quarter ended September 30, 1996.
(a) As of January 15, 1997 Paul Milstein, PIM, Seymour
Milstein, SVM, Builtland, Bradley Associates and Milstein Family
Foundation, Inc., respectively, own directly and beneficially
shares of the Company's Common Stock as follows:
Paul Milstein 303,000 (4.8%)
PIM 444,477 (7.1%)
Seymour Milstein 0 (0%)
SVM 83,187 (1.3%)
Builtland 600,000 (9.6%)
Bradley 109,441 (1.7%)
The Foundation 542,423 (8.7%)
2,082,528 (33.2%)*
* Percentages do not add because of rounding.
Direct and indirect beneficial ownership of Common Stock is
attributable 998,820 shares (16.0%) to Paul Milstein (including
PIM) and 333,830 shares (5.3%) to Seymour Milstein (including
SVM).
Paul Milstein owns beneficially the shares owned by PIM,
and, together with PIM, may be deemed to be a beneficial owner of
shares owned by Builtland and Bradley under the rules of the
Securities and Exchange Commission for attribution of beneficial
ownership. Seymour Milstein owns beneficially the shares owned
by SVM and, together with SVM, may be deemed to be a beneficial
owner of shares owned by Builtland and Bradley under such rules.
Each of Seymour Milstein and Paul Milstein owns beneficially a
20% interest in Builtland and approximately a 28% interest in
Bradley, and each disclaims (with SVM and PIM, respectively)
beneficial ownership of more than 20% of the shares owned by
Builtland or 28% of the shares owned by Bradley. Each of the
Reporting Persons, including Messrs. Milstein, disclaims any
beneficial ownership of shares of Common Stock owned by the
Foundation, of which Seymour Milstein is chairman of the board of
directors and Paul Milstein is a director and president. Thus,
Paul Milstein (with PIM) beneficially owns 998,820 shares (15.2%)
of the Common Stock, and Seymour Milstein (with SVM) beneficially
owns 333,830 shares (5.1%). Paul and Seymour Milstein each for
himself, (and PIM and SVM, respectively) disclaims beneficial
ownership of any shares beneficially owned by the other.
The shares of Common Stock reflected in this Item 5(a)
exclude 75,860 shares (1.2%) in the aggregate beneficially owned
by various individual partners of Builtland who are not Reporting
Persons, and spouses of partners of Builtland, in which shares
each of the Reporting Persons disclaims any beneficial interest.
(b) Paul Milstein has sole power to vote, direct the
vote of, dispose and direct the disposition of the shares of the
Company's Common Stock directly owned by him, and shares such
power with respect to shares owned by PIM, Builtland, Bradley and
the Foundation. Seymour Milstein shares such power with respect
to shares owned by SVM, Builtland, Bradley and the Foundation.
The other Reporting Persons, Bradley and the Foundation,
respectively, have sole power to vote, direct the vote of,
dispose and direct the disposition of the shares of Common Stock
respectively shown to be owned by them.
(c) As of January 15, 1997, Mr. Aboodi beneficially
owned 387,360 shares of Common Stock (or 6.2% of the Company's
outstanding Common Stock). Mr. Aboodi has the sole power to vote
and direct the disposition of the 358,760 shares of Common Stock
collectively held by Kadima and OEA and has the sole power to
vote and dispose of the other shares."
(d) 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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certifies that the
information set forth in this Statement on Schedule 13D is true,
complete and correct.
DATED: January 15, 1997
/s/ Henry Benach
Henry Benach
BENHOME L.P.
By: /s/ Henry Benach
Henry Benach
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 Paul Milstein, PIM, Seymour Milstein, SVM and
Builtland
"This Schedule 13D is being filed on behalf of Paul
Milstein, PIM Holding Co., a New York general partnership (PIM),
Seymour Milstein, SVM Holding Co., a New York general partnership
(SVM), and Builtland Partners, a New York general partnership
(Builtland) (collectively, the Reporting Persons). The business
address of each of the Reporting Persons and of the partners of
PIM, SVM and Builtland is 1271 Avenue of the Americas, New York,
New York 10020, and each such person is a United States citizen.
Paul Milstein, directly and through PIM, a partnership
comprised of trusts of which he and his wife Irma Milstein are
co-trustees, is a real estate developer, private investor and
philanthropist.
Seymour Milstein, directly and through SVM, a
partnership comprised of trusts of which he and his wife Vivian
Milstein are co-trustees, is a private investor and
philanthropist.
Builtland is principally engaged in investing in real
estate and securities. The partnership interests in Builtland
are owned beneficially by the following members of the Milstein
families: Constance J. Milstein, Roslyn Milstein Meyer, Edward
L. Milstein, Howard P. Milstein, Paul Milstein, Philip L.
Milstein, Seymour Milstein and Barbara Milstein Zalaznick.
Constance J. Milstein is an executive in the Milstein
Organization.
Roslyn Milstein Meyer is a clinical psychologist.
Edward L. Milstein is Vice Chairman of Douglas Elliman
Gibbons & Ives, 575 Madison Avenue, New York, NY which is a real
estate broker.
Howard P. Milstein is Chairman of Douglas Elliman
Gibbons & Ives, 575 Madison Avenue, New York, NY which is a real
estate broker and Co-President of Emigrant Bancorp and Co-
Chairman of Emigrant Savings Bank, a New York stock savings bank
(Emigrant), 5 East 42nd Street, New York, NY 10017.
Philip L. Milstein is Co-President of Emigrant Bancorp
and President of Emigrant.
Barbara Milstein Zalaznick is a housewife.
Certain shares of the Company's Common Stock enumerated
in and covered by this Schedule 13D are owned beneficially by
Bradley Associates, a New York general partnership (Bradley), the
partnership interests in which are owned beneficially by the
foregoing members of the Milstein families and Gloria Milstein
Flanzer. Other such shares are owned beneficially by Milstein
Family Foundation, Inc., a New York not-for-profit corporation
(the Foundation), the directors and officers of which are members
of the Milstein families.
During the last five years neither any of the Reporting
Persons nor any of the respective members of the Milstein
families identified above (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws."
Exhibit 1
The Related Companies, L.P.
625 Madison Avenue
New York, New York 10022-1801
212-421-5333 Fax 212-593-5794
January 9, 1997
Mr. Seymour Milstein
Mr. Paul Milstein
1271 Avenue of the Americas
New York, New York 10019
Mr. Henry Benach
3110 Miro Drive North
Palm Beach Gardens, Florida 33410
Mr. Oded Aboodi
1285 Avenue of the Americas
New York, New York 10020
Gentlemen:
The following is intended to confirm our recent discussions
concerning our interest in considering a potential acquisition by
The Related Companies, L.P. or its affiliates ("Related"), of a
total of 3,234,946 shares of common stock, par value $1.00 per
share ("Common Stock"), of Starrett Corporation, a New York
corporation (the "Company"), which you have advised us
constitutes all of the issued and outstanding Common Stock of the
Company owned of record or beneficially by you and your
affiliates in the aggregate, and constitutes approximately 51.67%
of the total issued and outstanding shares (which is the only
class of issued and outstanding equity securities of the Company)
of the Company's Common Stock, at a price of $12.00 per share of
Common Stock for an aggregate purchase price for the 3,234,946
shares of $38,819,352 (which we understand will be allocated
among you as you decide).
Upon execution of this letter by all parties, Related will
make a good faith deposit of $1.5 million into escrow pursuant to
an escrow agreement with an escrow agent agreed to by the parties
(the "Escrow Agent"), and will commence the drafting of a stock
purchase agreement that would include, among other things, the
proposed provisions set forth on the outline enclosed herewith.
The funds held in escrow will be immediately returned to Related
upon notice from Related that the proposed transaction has been
terminated for any reason. The definitive stock purchase
agreement will require us, upon termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, the receipt of any required approvals by
government bodies and the satisfaction of all other conditions to
closing, to deposit $5.0 million (including the $1.5 million
already held in escrow) into escrow with the Escrow Agent to
serve as security for a break-up fee of the same amount as more
fully set forth in the definitive agreement. The closing of the
acquisition is intended to occur as soon as practicable after the
Company's financial statements for the fiscal year ended December
31, 1996 have been audited and the Company's Annual Report on
Form 10-K has been filed with the Securities and Exchange
Commission, but no later three weeks after such filings. The
parties hereto will cooperate and use reasonable efforts to make
appropriate Hart-Scott-Rodino filings promptly.
In connection therewith, each of you severally (x)
represents and warrants that none of the Common Stock held of
record or beneficially by you or any of your affiliates is
subject to any pledge, encumbrance or security interest or any
commitment to sell, assign, gift, pledge, encumber, grant any
interest in or otherwise transfer or dispose of, or enter into
any contract, option or any other arrangement or understanding
with respect to the direct or indirect sale, assignment, gift,
pledge, encumbrance, grant of any interest therein or other
transfer or disposition thereof, and (y) agrees that you, and any
affiliate of yours with a record or beneficial interest in Common
Stock, will not, directly or indirectly, sell, assign, gift,
pledge, encumber, grant any interest in or otherwise transfer or
dispose of, or enter into any contract, option or any other
arrangement or understanding with respect to the direct or
indirect sale, assignment, gift, pledge, encumbrance, grant of
any interest in or other transfer or disposition of, any shares
of the Company's Common Stock during the period from the date of
this letter until January 31, 1997. In addition, each of you
severally represents and warrants that your acceptance of and
agreement to the terms of this letter, and the performance of
your obligations under this letter is not in conflict with, and
will not cause a default or result in any breach of, any term,
condition or provision of any contract, agreement or other
instrument or obligation to which you or your affiliates is
bound, or violate any order, writ, injunction, judgment, decree,
law, statute, rule or regulation applicable to you or your
affiliates.
In the event the proposed transaction is consummated,
Related intends to operate the Company's business in a manner
which is fair to all of the Company's stockholders in all
respects. Without limiting the generality of the foregoing, if
following consummation of the proposed transaction Related should
decide to propose a merger, tender offer, exchange offer or other
transaction, if any, with stockholders of the Company which has
the effect of significantly increasing the equity ownership of
the Company by Related and its affiliates, it is Related's
intention that the consideration offered to the Company's
stockholders in any such transaction would provide them with
equivalent value to the consideration to be paid to you in the
proposed transaction.
Except as otherwise required by applicable securities laws
or stock exchange rules, prior to the issuance, on behalf of
yourselves, your affiliates or the Company, of any press release
regarding the transaction contemplated by this letter, you will
first provide Related with the opportunity to review and approve
of such press release, and in no event will you use the name of
any person other than the parties hereto in any press release
without Related's prior written consent. Except as otherwise
required by applicable securities laws or stock exchange rules,
the parties shall keep the enclosed outline confidential and
shall not disclose any portion thereof without the prior written
consent of all parties hereto.
This letter and your acceptance thereof does not constitute
an offer or agreement to purchase or sell any shares of capital
stock of the Company. The proposed transaction contemplated by
this letter is subject to Related's execution and delivery of a
mutually satisfactory stock purchase agreement and ancillary
related agreements.
Please acknowledge your agreement with the above by
executing a copy hereof in the space provided therefor below, and
return the same to the undersigned by hand at the address above.
Sincerely yours,
THE RELATED COMPANIES, L.P.
By: The Related Realty Group, as General
Partner
By: /s/
Name:
Title:
Accepted and Agreed
(January 8, 1997):
/s/ Seymour Milstein
Seymour Milstein
/s/ Paul Milstein
Paul Milstein
/s/ Henry Benach
Henry Benach
/s/ Oded Aboodi
Oded Aboodi
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)
Henry Benach
c/o Starrett Housing Corporation
909 Third Avenue,
New York, New York 10022
(212) 751-3100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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
HENRY BENACH ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(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
246,625
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
246,625
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
246,625
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HOME ASSOCIATES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
Item 1. Security and Issuer.
The security to which this Schedule 13D relates is the
common stock, $1 par value per share (the "Common Stock"), of
Starrett Housing Corporation (the "Company"), 909 Third Avenue,
New York, New York 10022.
Item 2. Identity and Background.
This Schedule 13D is filed on behalf of Henry Benach and
Home Associates ("Home"; Henry Benach and Home being sometimes
herein collectively referred to as the "Reporting Persons").
Home is a New York general partnership organized in 1980,
the address of which is 6 Hickory Lane, Scarsdale, New York
10583. The principal business of Home is investments of all
types. The partners of Home are Mr. Benach, Shirley Benach (Mr.
Benach's wife), and Douglas and Michelle Benach (Mr. Benach's
children).
Henry Benach is Chairman and Chief Executive Officer 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.
Shirley Benach is a housewife, whose address is 6 Hickory
Lane, Scarsdale, New York 10583.
Douglas Benach is engaged in real estate development with
Main Street Properties, the address of which is 30 North
MacQuesten Parkway, Mount Vernon, New York 10550.
Michelle Benach is a housewife, whose address is 41 Pengilly
Drive, New Rochelle, New York 10804.
Neither Reporting Person nor any other person named in this Item
2 has been a party to any legal proceeding specified in Item 2(d)
or 2(e) of Schedule 13D. All such natural persons are United
States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
On March 20, 1985, Home entered into a Participation
Agreement (the "Participation Agreement") with Great American
Insurance Company ("GAI"), whereby GAI assigned to Home a
12.0991% undivided interest (the "Undivided Interest") in a
certain Assignment of Interest and Stock Rights (the
"Assignment"), dated as of June 3, 1983, between The Chase
Manhattan Bank (National Association) and GAI. By virtue of the
Assignment, GAI has the right to purchase at any time through May
30, 1989 up to 826,506 shares of the Company's Common Stock at
$3.50 per share by applying interest accrued under the Company's
bank debt for the period May 22, 1981 through March 31, 1982 to
the purchase price (the "Stock Right"). Such accrued interest is
payable solely in Common Stock, and the Company has neither the
right nor the obligation to pay such interest in cash. Under the
Participation Agreement, GAI has, among other things, the
exclusive right to enforce the Assignment on behalf of itself and
Home. Upon the exercise by GAI of the Stock Right, Home would
receive its pro rata share of the Common Stock issued in respect
of such exercise.
The purchase price paid by Home for the Undivided Interest
was $442,875.68. Such amount was provided from the general funds
of Home.
Item 4. Purpose of Transaction
The purpose of the transaction described in Item 3 above is
investment. Neither Reporting Person (nor any other person named
in Item 2 above) has at this time any plans or proposals which
relate to or would result in (i) the acquisition by any person of
additional securities of the Company or the disposition of
securities of the Company; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Company or any of
its subsidiaries; (iv) any change in the present Board of
Directors or management of the Company, including any plans or
proposals to change the number or term of the directors or to
fill any existing vacancies on the Board; (v) any material change
in the present capitalization or dividend policy of the Company;
(vi) any other material change in the Company's business or
corporate structure; (vii) changes in the Company's Charter or
By-Laws 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; (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 (the "Act"); or (x) any action similar to any of those
enumerated above. The Reporting Persons and such other persons,
however, reserve the right to formulate such plans or proposals
or to take such action in the future.
Item 5. Interest in Securities of the Issuer.
(a) Henry Benach owns directly 246,625 shares of
Common Stock (or 6.2% of the Company's Common Stock). Shirley
Benach owns directly 1,050 shares of Common Stock (less than 1%
of the Company's Common Stock), and neither Douglas Benach nor
Michelle Benach owns any shares of Common Stock.
Home is entitled to receive its pro rata share of the
Common Stock issued upon any exercise by GAI of the Stock Right,
or 100,000 shares (approximately 2.4% of the Company's Common
Stock) if the Stock Right is exercised as to all 826,506 shares
covered thereby. Neither Reporting Person (nor any person
referred to in Item 2 above) has the power to direct the exercise
by GAI of the Stock Right, and such persons consequently disclaim
beneficial ownership of the shares which would be delivered to
Home upon an exercise by GAI of the Stock Right.
Henry Benach also disclaims beneficial ownership of the
shares owned by his wife.
(b) Henry Benach and Shirley Benach have the sole
power to vote and dispose of the 246,625 shares and 1,050 shares,
respectively, owned directly by such persons.
(c) Except as described in Item 3 above, neither
Reporting Person nor, to the best of the knowledge of the
Reporting Persons, any other person named in response to Item
5(a) above has effected any transaction in the Common Stock of
the Company during the past 60 days.
(d) No other person is known by the Reporting Persons
to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds of the sale of, any Common
Stock referred to in this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer.
Except as described in this Schedule 13D, there are, to
the best of the knowledge of the Reporting Persons, no contracts,
arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the
Company, including but not limited to transfer or voting of any
of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profit, division of
profit or loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
1. Participation Agreement between GAI and Home.
2. Agreement pursuant to Rule 13d-1(f)(1) under the
Act.
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in the
statement is true, complete and correct.
Dated: April 9, 1985
/s/Henry Benach
Henry Benach
HOME ASSOCIATES
/s/ Henry Benach
By:Henry Benach
Henry Benach
a 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)
Henry Benach
c/o Starrett Housing Corporation
909 Third Avenue,
New York, New York 10022
(212) 751-3100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
as of January 4, 1986
(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
HENRY BENACH ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(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
288,875
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
288,875
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
288,875
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HOME ASSOCIATES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(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
None
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
Henry Benach and Home Associates (collectively, the
"Reporting Persons") hereby amend their Schedule 13D filed under
the Securities Exchange Act of 1934 relating to the Common Stock,
$1 par value ("Common Stock"), of Starrett Housing Corporation
(the "Company"), as follows:
Item 3. Source and Amount of Funds or Other
Consideration:
Henry Benach has purchased under the Company's
Restricted Stock Plan 70,000 shares of Common Stock for an
aggregate purchase price of $70,000. The shares were issued as
of January 4, 1986. Mr. Benach used personal funds to make the
purchase.
If Mr. Benach's continuous employment with the Company
terminates for any reason (excluding death, permanent
incapacitation, termination of employment by the Company not for
cause, or termination by Mr. Benach following a failure to be
elected Chairman of the Board and Chief Executive Officer of the
Company), prior to January 5, 1989, all rights of Mr. Benach to
certain amounts of the shares will immediately terminate in
accordance with the following schedule:
Termination Prior To: Shares Forfeited:
January 5, 1987 70,000
January 5, 1988 35,000
January 5, 1989 17,000
The purchase price paid by Mr. Benach for any shares as to which
his rights are so terminated will be repaid by the Company.
If Mr. Benach dies or suffers a permanent
incapacitation, or his employment is terminated by the Company
not for cause, or by Mr. Benach following a failure to be re-
elected Chairman of the Board and Chief Executive Officer of the
Company, or if the Company's securities are no longer traded in a
public market, then the restrictions set forth in the preceding
paragraph will lapse in their entirety.
Item 4. Purpose of Transaction.
The purpose of Mr. Benach's purchase described in Item
3 above is investment. Neither Reporting Person has any plans or
proposals described in paragraphs (a) through (j) of Item 4 to
Schedule 13D. The Reporting Persons, however, reserve the rights
to formulate such plans or proposals or to take such actions in
the future.
Item 5. Interest in Securities of the Issuer.
(a), (b) and (c) Mr. Benach owns directly 288,875
shares of Common Stock (or 6.8% of the Company's Common Stock).
Except as described in Item 3 above, neither Reporting Person
(nor any other person named in Item 2 to the Reporting Persons'
Schedule 13D) has effected any transaction in the Common Stock of
the Company during the past 60 days. Except as set forth in this
Amendment, there have been no changes in any information set
forth in Item 5 to the Reporting Person's Schedule 13D.
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth
in the statement is true, complete and correct.
Dated: June 9, 1986 /s/Henry Benach
Henry Benach
HOME ASSOCIATES
BY: /s/Henry Benach
Henry Benach
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)
Henry Benach
c/o Starrett Housing Corporation
909 Third Avenue,
New York, New York 10022
(212) 751-3100
(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
HENRY BENACH ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
491,547
8 SHARED VOTING POWER
100,000
9 SOLE DISPOSITIVE POWER
491,547
10 SHARED DISPOSITIVE POWER
100,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
591,547
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
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
HOME ASSOCIATES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
100,000
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
100,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
1.7%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
Henry Benach and Home Associates (collectively, the
"Reporting Persons") hereby amend their Statement on Schedule 13D
relating to the Common Stock, $1.00 par value per share ("Common
Stock"), of Starrett Housing Corporation (the "Company"), as
follows:
Item 3. Source and Amount of Funds or Other Consideration.
The source of the funds used by Mr. Benach to acquire the
shares of common Stock in the transaction described in this
Amendment was personal funds, with $1,000,000 of such funds being
borrowed on an unsecured, demand basis by Mr. Benach from Bankers
Trust Company pending the maturity in the near future of other
securities of Mr. Benach held by Bankers Trust.
Item 4. Purpose of Transaction.
The purpose of the acquisition of Common Stock described
herein is investment. The Reporting Persons, however, reserve
the right to formulate such plans or proposals and to take such
actions in the future as are described in paragraphs (a) through
(j) of Item 4 of this Statement, as initially filed.
Item 5. Interests in Securities of the Issuer.
As of December 2, 1988, Henry Benach beneficially owned
591,547 shares of Common Stock (or 10.3% of the Company's
outstanding Common Stock), including the shares acquired in the
transaction described below. Mr. Benach, as a general partner of
Home Associates ("Home"), shares with the other general partners
of Home the power to vote and direct the disposition of 100,000
shares of Common Stock held by Home and has sole power to vote
and dispose of 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
23,100 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.
On December 2, 1988, Mr. Benach, Builtland Partners, and
Oded Aboodi on behalf of a controlled partnership and others (the
"Purchasers") each entered into separate agreements (the
"Agreements") with American Financial Corporation ("AFC") to
purchase shares of Common Stock held by AFC. Under the
Agreements, Mr. Benach, Builtland Partners, and Mr. Aboodi on
behalf of a controlled partnership and others acquired on such
date 250,000, 1,000,000, and 308,760 shares, respectively of
Common Stock (or an aggregate of 1,558,760 shares or
approximately 27% of the Company's outstanding shares) from AFC
at a purchase price of $6.00 per share. The 250,000 shares
purchased by Mr. Benach equal 4.3% of the Company's outstanding
shares.
To the extent that the Purchasers acted together in
acquiring the above shares from AFC, they may be deemed under
rules of the Securities and Exchange Commission to be a group for
purposes of filing Statements on Schedule 13D to report such
acquisitions. The Reporting Persons have no agreements,
arrangements or understandings with any of the other purchasers
with respect to holding, voting or disposing of any shares of
Common Stock or the acquisition of any additional shares of
Common Stock.
The Reporting Persons disclaim beneficial ownership of any
of the shares of Common stock beneficially owned by the other
Purchasers and understand that each of the other Purchasers also
disclaims beneficial ownership of any shares of Common Stock held
by any other Purchaser. The Reporting Persons understand that
the other Purchasers intend to satisfy any obligations they may
have to file a Statement on Schedule 13D by reason of entering
into an Agreement with AFC by making a separate filing of such a
Statement. The Reporting Persons further understand that, to the
extent that a Purchaser files a Statement on Schedule 13D solely
by reason of entering into such an Agreement, such Purchaser will
terminate its obligation to file amendments to such Statement by
declaring therein that it no longer may be deemed to beneficially
own more than 5% of the outstanding shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The Reporting Persons have no contracts, arrangements,
understandings or relationships with respect to securities of the
Company other than described elsewhere on this Statement, as
amended.
On December 2, 1988, the Company, simultaneously with the
purchases of Common Stock by the Purchasers from AFC, entered
into an agreement with AFC (the "Deferral Agreement") with
respect to the extension and deferral of the redemption
provisions and the elimination of the conversion provisions of
66,928 shares of $5.81 Cumulative Preferred Shares of the Company
(the "Shares"). The Shares were subject to mandatory redemption
on December 31, 1990 and were convertible into 1,338,560 shares
of Common stock, subject to adjustment. The Deferral Agreement
provides for the deferred retirement of the Shares (after
December 31, 1990) and the immediate elimination of the
conversion rights and dividend payment rights pertaining to the
Shares in consideration of the issuance to AFC after December 31,
1990 of six equal promissory notes of the Company (the "Notes")
in the aggregate principal amount of $8.8 million. Each Note
will be in the principal amount of $1,466,677, subject to
adjustments, payable at maturity. The first Note will mature on
January 1, 1992 with one additional Note maturing on each January
1 thereafter to January 1, 1997. Simple interest will accrue on
each Note from January 1, 1989 to December 31, 1990 at the rate
of 15% per annum. The Company has the option of paying such
accrued interest on January 1, 1991, or not paying such accrued
amounts and having such amounts added to the principal amounts of
the Notes. Interest on the unpaid principal amount of each note
will be payable quarterly in arrears at the rate of 15% per annum
with respect to the period commencing January 1991. Should the
Company fail to redeem in full its $5.08 Cumulative Preferred
shares and its $5.00 Cumulative Preferred shares on December 31,
1990, then so long as such preferred shares have not be redeemed
in full, the redemption and dividend features of the Shares will
be reinstated.
On December 2, 1988, the Company also confirmed in writing
to Builtland, Mr. Benach, and Mr. Aboodi on behalf of a
controlled partnership and others (the "Registration Agreements")
that the Company had agreed to file as promptly as possible (and
no later than 30 days from such date a shelf registration
statement under the Securities Act of 1933 for the shares such
persons acquired from AFC under the Agreements; to maintain such
registration statement in effect for at least two years from
December 2, 1988; to file additional registration statements at
the Purchasers' requests; and to indemnify the Purchasers against
liability for statements of the Company made in such a
registration statement.
Item 7. Material to be Filed as Exhibits.
1. Letter Agreement, dated December 2, 1988 between
American Financial Corporation and Starrett Housing Corporation.
2. Form of Note
3. Letter Agreement, dated December 2, 1988, between
American Financial Corporation and Henry Benach.
4. Letter Agreement, dated December 2, 1988, between
American Financial Corporation and Builtland Partners.
5. Letter Agreement, dated November 28, 1988, between
American Financial Corporation and Oded Aboodi on behalf of a
controlled partnership and others.
6. Letter, dated December 2, 1988, from Starrett Housing
Corporation to Henry Benach.
7. Letter, dated December 2, 1988, from Starrett Housing
Corporation to Builtland Partners.
8. Letter, dated December 2, 1988, from Starrett Housing
Corporation to Oded Aboodi on behalf of a controlled partnership
and others.
9. Promissory Note, dated December 5, 1988, given by Henry
Benach to Bankers Trust Company in the principal amount of
$1,000,000.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this
amendment is true, complete and correct.
Dated: December 12, 1988
/s/Henry Benach
Henry Benach
HOME ASSOCIATES
By: /s/Henry Benach
Henry Benach, a 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)
Henry Benach
c/o Starrett Housing Corporation
909 Third Avenue,
New York, New York 10022
(212) 751-3100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 9, 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
HENRY BENACH ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b )X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
541,047
8 SHARED VOTING POWER
199,000
9 SOLE DISPOSITIVE POWER
541,047
10 SHARED DISPOSITIVE POWER
199,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,047
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
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
HOME ASSOCIATES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
199,000
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
199,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
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
Henry Benach and Home Associates (collectively, the
"Reporting Persons") hereby amend their Statement on Schedule 13D
relating to the Common Stock, $1.00 par value per share ("Common
Stock"), of Starrett Housing Corporation (the "Company"), as
follows:
Item 3. Source and Amount of Funds or Other Consideration.
The source of the funds used by Mr. Benach and Home
Associates ("Home") to acquire the shares of Common Stock in the
transactions described in this Amendment was personal funds.
Item 4. Purpose of Transaction.
The purpose of the acquisitions of Common Stock
described herein is investment. The Reporting Persons, however,
reserve the right to formulate such plans or proposals and to
take such actions in the future as are described in paragraphs
(a) through (j) of Item 4 of this Statement, as initially filed.
Item 5. Interests in Securities of the Issuer.
As of January 22, 1990, Henry Benach beneficially owned
740,047 shares of Common Stock (or 11.3% of the Company's
outstanding Common Stock), including the shares acquired in the
transactions described below. Mr. Benach, as a general partner
of Home, shares with the other general partners of Home the power
to vote and direct the disposition of the 199,000 shares of
Common Stock held by Home and has sole power to vote and dispose
of 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 21,600 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.
Since June 10, 1989 (the date 60 days prior to August
9, 1989, the date of the event requiring filing of this
Statement), Henry Benach has acquired shares of Common Stock in
open market purchases, as follows:
Date of Purchase Number of Shares Price Per Share
Acquired
1/12/90 1,000 $ 5.75
1/17/90 1,000 5.50
Since June 10, 1989, Home has acquired shares of Common Stock in
open market purchases, as follows:
Date of Purchase Number of Shares Price Per Share
Acquired
8/8/89 1,800 $ 7.125
8/9/89 1,400 7.00
8/18/89 1,800 7.25
8/18/89 1,000 7.375
10/20/89 6,500 5.625
10/20/89 500 5.875
10/20/89 1,000 6.00
10/23/89 1,000 6.00
10/30/89 1,000 6.00
11/3/89 2,000 6.50
11/3/89 500 6.625
11/3/89 4,000 6.75
11/8/89 6,000 6.875
11/8/89 5,000 7.00
11/16/89 500 6.625
11/16/89 500 6.75
11/30/89 1,500 6.375
12/6/89 1,000 6.00
12/7/89 1,600 6.125
12/8/89 4,000 6.125
12/8/89 3,000 6.25
12/8/89 500 6.375
12/8/89 1,000 6.50
12/13/89 5,000 6.375
12/18/89 500 6.00
12/18/89 500 6.125
12/18/89 500 6.25
12/21/89 7,400 5.25
12/27/89 2,500 5.25
12/28/89 20,000 5.00
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this
amendment is true, complete and correct.
Dated: January 25, 1990
/s/Henry Benach
Henry Benach
HOME ASSOCIATES
By:/s/Henry Benach
Henry Benach
a General Partner
