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)
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)
________ __, 1996
(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 ________ __, 1996, 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 (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 16, 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 ________ __, 1996, 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 ________ __, 1996 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 1,100,000 (17.6%)
Bradley 109,441 (1.7%)
The Foundation 42,423 (0.7%)
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 ________ __, 1996, 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."
Item 6. Contracts, Arrangements, Undertakings or Relationships
with Respect to Securities of the Issuer.
On ________ __, 1996 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 ___________, 1996 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
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: ________ __, 1996
/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
November 27, 1996
Via Hand Delivery
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 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, plus (b) all other shares of
Common Stock of the Company acquired by you and/or your
affiliates after the date hereof, 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).
Related is prepared to commence the drafting of a stock
purchase agreement. The closing of the acquisition will occur no
later than forty-five days from December 2, 1996, subject to
execution and delivery of a mutually satisfactory stock purchase
agreement and ancillary related agreements, any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended and the receipt of any required approvals
by government bodies. 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 for the period from the date of
this letter through January 16, 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.
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 "Tiger",
"Westbrook Partners, L.L.C." or any similar name in any press
release without Related's prior written consent.
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/ Michael J. Brenner
Name: Michael J. Brenner
Title: Executive Vice President
Accepted and Agreed
(November 27, 1996):
/s/ Seymour Milstein
Seymour Milstein
/s/ Paul Milstein
Paul Milstein
/s/ Henry Benach
Henry Benach
/s/ Oded Aboodi
Oded Aboodi
