UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Starrett Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
855 677 100
(CUSIP Number)
Edwin V. Petz
1271 Avenue of the Americas, Suite 4200
New York, New York 10020
(212) 708-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 16, 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 [ ]
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing 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.)
* 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 the disclosures provided
in a prior cover page.
The information required in 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).<PAGE>
<PAGE>
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
7 SOLE VOTING POWER
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES
OWNED BY 1,999,341
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
10 SHARED DISPOSITIVE POWER
1,999,341
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
898,120
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
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<PAGE>
<PAGE>
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
7 SOLE VOTING POWER
747,477
NUMBER OF 8 SHARED VOTING POWER
SHARES
OWNED BY 709,441
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
747,477
10 SHARED DISPOSITIVE POWER
709,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
898,120
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
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
<PAGE>
<PAGE>
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
7 SOLE VOTING POWER
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES
OWNED BY 1,311,272
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
10 SHARED DISPOSITIVE POWER
1,311,272
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,051
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
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
<PAGE>
<PAGE>
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
7 SOLE VOTING POWER
59,408
NUMBER OF 8 SHARED VOTING POWER
SHARES
OWNED BY 709,441
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
59,408
10 SHARED DISPOSITIVE POWER
709,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,051
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
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
<PAGE>
<PAGE>
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
7 SOLE VOTING POWER
600,000
NUMBER OF 8 SHARED VOTING POWER
SHARES
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
600,000
10 SHARED DISPOSITIVE POWER
-0-
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
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MILSTEIN FAMILY FOUNDATION, INC.
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
7 SOLE VOTING POWER
542,423
NUMBER OF 8 SHARED VOTING POWER
SHARES
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
542,423
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,423
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
14 TYPE OF REPORTING PERSON*
CO
*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
<PAGE>
<PAGE>
This Amendment to Schedule 13D is being filed on behalf of Paul
Milstein, PIM Holding Co., Seymour Milstein, SVM Holding Co., Builtland
Partners and the Milstein Family Foundation, Inc., 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, One Park Avenue, New York, New
York 10016, as set forth below.
The purpose of this filing is to report that Paul Milstein, Henry
Benach, Oded Aboodi and Irving Fischer, and persons and entities
affiliated with them (collectively, the "Shareholders"), Startt
Acquisition, Inc., a New York corporation ("Acquisition"), and Startt
Acquisition, LLC, a Delaware limited liability company ("Parent"), have
entered into an agreement relating to the proposed cash tender offer to
purchase all the outstanding shares of Common Stock (the "Offer") and
the subsequent merger between Acquisition and the Company (the
"Merger").
Item 4. Purpose of Transaction.
Item 4 is hereby amended as follows:
On October 16, 1997, the Shareholders entered into a Shareholders
Agreement (the "Agreement") with Acquisition and Parent relating to the
proposed Offer. The Agreement contains, among other things, an
agreement by each Shareholder to tender (and not withdraw) the shares
of Common Stock beneficially owned by such Shareholder in accordance
with the terms of the proposed Offer, transfer restrictions relating to
the Common Stock held by the Shareholders and a waiver by each
Shareholder of rights of appraisal or rights to dissent from the Merger
that such Shareholder may have.
Item 6. Contracts, Arrangements, Undertakings or Relationships with
Respect to Securities of the Issuer.
On October 16, 1997 the Shareholders and Acquisition entered into
the Agreement relating to the proposed Offer. Reference is hereby made
to the Agreement, filed as Exhibit 1 hereto, which is hereby
incorporated herein by reference in its entirety.
Item 7. Material to be Filed as Exhibits.
1. Shareholders Agreement dated as of October 16, 1997 among
Parent, Acquisition and the Shareholders.
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
Statement on Schedule 13D is true, complete and correct.
DATED: October 20, 1997
/s/ PAUL MILSTEIN
-------------------------------
PAUL MILSTEIN
PIM HOLDING CO.
/s/ PAUL MILSTEIN
By: ---------------------------
Paul Milstein, Trustee
General Partner
/s/ SEYMOUR MILSTEIN
-------------------------------
SEYMOUR MILSTEIN
SVM HOLDING CO.
/s/ SEYMOUR MILSTEIN
By: ---------------------------
Seymour Milstein, Trustee
General Partner
BUILTLAND PARTNERS
/s/ PAUL MILSTEIN
By: ---------------------------
Paul Milstein
General Partner
MILSTEIN FAMILY FOUNDATION
/s/ PAUL MILSTEIN
By: ---------------------------
Paul Milstein
President
SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT, dated as of October 16, 1997
(the "Agreement"), is made and entered into by Startt
Acquisition, LLC, a Delaware limited liability company
("Parent"), Startt Acquisition, Inc., a New York corporation and
a wholly-owned subsidiary of Parent ("Acquisition"), and the
parties listed on Schedule A (the "Milstein Parties"), the
parties listed on Schedule B (the "Benach Parties"), the parties
listed on Schedule C (the "Aboodi Parties"), the party listed on
Schedule D (the "Fischer Party") (each party on Schedule A, B, C
and D shall be referred to individually as a "Shareholder" and
collectively as the "Shareholders", and each of the Milstein
Parties, as a group, the Benach Parties, as a group, the Aboodi
Parties, as a group, and the Fischer party shall be referred to
as a "Group of Shareholders" or Shareholder Group").
WITNESSETH:
WHEREAS, on October 16, 1997, Acquisition and Starrett
Corporation, a New York corporation (the "Company"), entered into
an Agreement and Plan of Merger (as such agreement may hereafter
be amended, restated or renewed from time to time, the "Merger
Agreement"), pursuant to which Acquisition will commence a cash
tender offer to purchase any and all outstanding shares of common
stock, par value $1.00 per share, of the Company (the "Company
Common Stock"), including all of the shares, and Acquisition will
be merged with and into the Company. Capitalized terms used and
not defined herein shall have the respective meanings ascribed to
them in the Merger Agreement;
WHEREAS, set forth opposite each Shareholder's name on
Schedule A, B, C or D, as the case may be, is the number of
shares of Common Stock owned by such Shareholder; and
WHEREAS, the Shareholders are executing this Agreement as an
inducement to Parent and Acquisition to facilitate the Offer and
the Merger and the financing thereof.
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Definitions. For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with
respect to any securities shall mean having "beneficial
ownership" of such securities (as determined pursuant to Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), including pursuant to any agreement,
arrangement or understanding, whether or not in writing but
excluding any shares deemed to be beneficially owned by a Person
as a result of the participation of such Person in a "group"
within the meanings of Section 13(d)(3) of the Exchange Act.
(b) "Merger" shall mean the merger contemplated by the
Merger Agreement.
(c) "Offer" shall mean the cash tender offer
contemplated by the Merger Agreement for all of the outstanding
shares of Company Common Stock.
(d) "Person" shall mean an individual, corporation,
partnership, joint venture, association, trust, unincorporated
organization or other entity.
(e) "Termination Event " shall mean the first to occur
of (i) the termination of the Merger Agreement by any party
thereto, or (ii) the termination, withdrawal, abandonment or
expiration of the Offer without the shares of each Shareholder as
set forth on Schedule A, B, C or D hereto being accepted for
purchase thereunder (an "Offer Termination Event").
2. The Acquisition Offer.
(a) Provided that Acquisition is not then in material
breach of the Merger Agreement and provided that there has not
been issued an injunction which would prohibit the Shareholders
from tendering their respective shares, the Milstein Parties, the
Benach Parties, the Aboodi Parties and the Fischer Party hereby,
severally and not jointly and severally, agree to validly tender
(and not to withdraw), pursuant to and in accordance with the
terms of the Offer, not later than the fifth business day after
the receipt by the respective Shareholders of the offer to
purchase, transmittal letter and other relevant Offer Documents,
2,169,063, 690,248, 387,360 and 72,040 shares, respectively (the
"Existing Shares" and, together with any shares of Company Common
Stock acquired by such Shareholder after the date hereof and
prior to the termination of the Agreement, whether upon exercise
of options, warrants or rights, the conversion or exchange of
convertible or exchangeable securities, or by means of purchase,
dividend, distribution or otherwise, the "Shares"), Beneficially
Owned by the Shareholder. Each Shareholder hereby acknowledges
and agrees that Acquisition's obligation to accept for payment
Shares purchased pursuant to the Offer, including the Shares
Beneficially Owned by such Shareholder, is subject to the terms
and conditions of the Offer.
(b) Each Shareholder hereby agrees to permit
Acquisition to publish and disclose in the Offer Documents and,
if shareholder approval is required under applicable law, the
Proxy Statement, if any (including all documents and schedules
filed with the Commission), such Shareholder's identity and
ownership of Company Common Stock and the nature of such
Shareholder's commitments, arrangements and understandings under
this Agreement.
3. Termination. All obligations of the Shareholders under
this Agreement shall terminate upon a Termination Event.
4. Covenants, Representations and Warranties of Each
Shareholder.
(a) Each Group of Shareholders hereby, severally and
not jointly and severally, represents and warrants, subject to
the matters set forth on Schedule E hereto, to Parent and
Acquisition as follows:
(i) Ownership by Shares. Each Shareholder within
such Group of Shareholders is either (A) the record and
Beneficial Owner of, or (B) the Beneficial Owner but not the
record holder of, the number of Shares set forth opposite the
Shareholder's name on Schedule A, B, C or D hereto, as the case
may be. As of October 16, 1997, the Shares set forth opposite
such Shareholder's name on Schedule A, B, C or D hereto
constitute all of the Shares owned of record or Beneficially
Owned by such Shareholder. Such Shareholder has sole power to
issue instructions with respect to the matters set forth in
Section 2 hereof, sole power of disposition, sole power of
conversion, sole power to demand appraisal rights and sole power
to agree to all of the matters set forth in this Agreement, in
each case with respect to all of the shares set forth opposite
such Shareholder's name on Schedule A, B, C or D hereto, as the
case may be, with no material limitations, qualifications or
restrictions on such rights, subject to applicable securities
laws and the terms of this Agreement.
(ii) Power; Binding Agreement. Each Shareholder
within such Group of Shareholders has the legal capacity, power
and authority to enter into and perform all of such Shareholder's
obligations under this Agreement. The execution, delivery and
performance of this Agreement by such Shareholder will not
violate any other agreement to which such Shareholder is a party,
including, without limitation, any voting agreement,
stockholder's agreement or voting trust. This Agreement has been
duly and validly executed and delivered by such Shareholder and
constitutes a valid and binding agreement of such Shareholder,
enforceable against such Shareholder in accordance with its
terms. There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which such
Shareholder is trustee whose consent is required for the
execution and delivery of this Agreement or the consummation by
such Shareholder of the transactions contemplated hereby. If such
Shareholder is married and such Shareholder's Shares constitute
community property, this Agreement has been duly authorized,
executed and delivered by, and constitutes a valid and binding
agreement of, such Shareholder's spouse, enforceable against such
person in accordance with its terms.
(iii) No Conflicts. Except for filings under the
Exchange Act or if applicable the HSR Act and any necessary
approval of HUD (A) no filing with, and no permit, authorization,
consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by
each Shareholder within such Group of Shareholders and the
consummation by such Shareholder of the transactions contemplated
hereby, except where the failure to obtain such consent, permit,
authorization, approval or filing would not interfere with such
Shareholder's ability to perform its obligations hereunder, and
(B) none of the execution and delivery of this Agreement by such
Shareholder, the consummation by such Shareholder of the
transactions contemplated hereby or compliance by such
Shareholder with any of the provisions hereof shall (1) conflict
with or result in any breach of any applicable organizational
documents applicable to such Shareholder, (2) result in a
violation or breach of, or constitute (with or without notice or
lapse of time or both) a default (or give rise to any third party
right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which such Shareholder is
a party or by which such Shareholder or any of such Shareholder's
properties or assets may be bound, or (3) violate any order,
writ, injunction, decree, judgment, order, statute, rule or
regulation applicable to such Shareholder or any of such
Shareholder's properties or assets, in each such case except to
the extent that any conflict, breach, default or violation would
not interfere with the ability of such Shareholder to perform its
obligations hereunder.
(iv) No Encumbrances. Except as required by
Sections 2 and 3, the Shares of each Shareholder within such
Group of Shareholders and the certificates representing such
Shares are now, and at all times during the term hereof will be,
held by such Shareholder, or by a nominee or custodian for the
benefit of such Shareholder, free and clear of all liens, claims,
security interests, proxies, voting trusts or agreements,
understandings or arrangements or any other encumbrances
whatsoever.
(v) No Finder's Fees. Except pursuant to the
engagement letter with Goldman, Sachs & Co. dated October 16,
1997, no broker, investment banker, financial adviser or other
person is entitled to any broker's, finder's, financial adviser's
or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by
or on behalf of any Shareholder in such Shareholder Group.
(vi) No Solicitation. Each Shareholder in such
Shareholder Group shall, in its capacity as such, comply with the
terms of Section 5.01 of the Merger Agreement.
(vii) Restriction on Transfer, Proxies and
Non-Interference. Prior to the occurrence of a Termination
Event, except as required by this Agreement, no Shareholder in
such Shareholder Group shall directly or indirectly without the
consent of Acquisition: (A) offer for sale, sell, transfer,
tender, pledge, encumber, assign or otherwise dispose of, or
enter into any contract, option or other arrangement or
understanding with respect to the offer for sale, sale, transfer,
tender, pledge, encumbrance, assignment or other disposition of,
any or all of such Shareholder's Shares, or any interest therein,
(B) grant any proxies or powers of attorney, deposit any shares
into a voting trust or enter into a voting agreement with respect
to any Shares, or (C) take any action that could reasonably be
expected to have the effect of preventing or disabling such
Shareholder from performing such Shareholder's obligations under
this Agreement.
(viii) Waiver of Appraisal Rights. Each Shareholder
in such Shareholder Group hereby waives any rights of appraisal
or rights to dissent from the Merger that the Shareholder may
have.
(b) Parent and Acquisition hereby represents and
warrants to each of the Shareholders as follows:
(i) Organization, Standing and Corporate Power.
Parent is a limited liability company duly organized, validly
existing and in good standing under the laws of the state of
Delaware and Acquisition is a corporation duly organized, validly
existing and in good standing under the laws of the State of New
York, and each has adequate corporate power and authority to own
its properties and carry on its business as presently conducted.
Each of Parent and Acquisition has the corporate or limited
liability company power and authority to enter into and perform
all of its obligations under this Agreement and to consummate the
transactions contemplated hereby.
(ii) No Conflicts. Except, if applicable, for
filings under the Exchange Act and the HSR Act, (A) no filing
with, and no permit, authorization, consent or approval of, any
state or federal public body or authority is necessary for the
execution of this Agreement by either Parent or Acquisition and
the consummation by Parent and Acquisition of the transactions
contemplated hereby, except where the failure to obtain such
consent, permit, authorization, approval or filing would not
interfere with its ability to perform its obligations hereunder,
and (B) none of the execution and delivery of this Agreement by
Parent or Acquisition, the consummation by Parent or Acquisition
of the transactions contemplated hereby or compliance by Parent
and Acquisition with any of the provisions hereof shall (1)
conflict with or result in any breach of any applicable
organizational documents applicable to Parent or Acquisition, (2)
result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise
to any third party right of termination, cancellation, material
modification or acceleration) under any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding, agreement or
other instrument or obligation of any kind to which Parent or
Acquisition is a party or by which Parent or Acquisition or any
of Parent's or Acquisition's properties or assets may be bound,
or (3) violate any order, writ, injunction, decree, judgment,
order, statute, rule or regulation applicable to Parent or
Acquisition or any of Parent's or Acquisition's properties or
assets, in each such case except to the extent that any conflict,
breach, default or violation would not interfere with the ability
of Parent or Acquisition to perform its obligations hereunder.
(iii) Execution, Delivery and Performance by Parent
and Acquisition. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by the Board of Directors of
Parent and Acquisition, and each of Parent and Acquisition has
taken all other actions required by law, its Certificate of
Incorporation and its Bylaws or other organizational documents in
order to consummate the transactions contemplated by this
Agreement. This Agreement constitutes the valid and binding
obligations of Parent and Acquisition and is enforceable in
accordance with its terms, except as enforceability may be
subject to bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to or affecting creditors' rights
generally.
5. Stop Transfer. Each Shareholder agrees with, and
covenants to, Acquisition that prior to a Termination Event such
Shareholder shall not request that the Company register the
transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Shareholder's
Shares, unless such transfer is made in compliance with this
Agreement.
6. Recapitalization. In the event of a stock dividend or
distribution, or any change in the shares by reason of any stock
dividend, split-up, recapitalization, combination, exchange of
shares or the like, the term "Shares" shall be deemed to refer to
and include the Shares as well as all such stock dividends and
distributions and any shares into which or for which any or all
of the Shares may be changed or exchanged and the Purchase Price
shall be amended as may be appropriate to reflect such event.
7. Shareholder Capacity. No person executing this
Agreement who is or becomes during the term hereof a director or
officer of the Company makes any agreement or understanding
herein in his or her capacity as such director or officer and
nothing herein shall limit or affect any action taken by such
person in his or her capacity as a director or officer. Each
Shareholder signs solely in his or her capacity as the record and
beneficial owner of, or the trustee of a trust whose
beneficiaries are the beneficial owners of, such Shareholder's
Shares.
8. Shareholders' Obligations. All obligations and
liabilities of each Shareholder under this Agreement shall be
several and not joint and no Shareholder shall have any liability
for any obligations or liabilities under this Agreement of any
other Shareholder, except that all obligations specified under
this Agreement as an obligation of a Group of Shareholders or
Shareholder Group shall be joint and several obligations of the
Sellers within such Group of Shareholders.
9. Further Assurances. From time to time, at the other
parties' reasonable request and without further consideration,
each Shareholder and Acquisition and Parent shall execute and
deliver such additional documents as may be reasonably necessary
or desirable to consummate and make effective, in the most
expeditious manner practicable, the tender of shares by any such
Shareholder contemplated by Section 2 of this Agreement.
10. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the
entire agreement between the parties with respect to the subject
matter hereof and supersedes all other prior agreements and
understandings, both written and oral, between the parties with
respect to the subject matter hereof.
(b) Certain Events. Each Shareholder agrees that this
Agreement and the obligations hereunder shall attach to such
Shareholder's Shares and shall be binding upon any person or
entity to which legal or beneficial ownership of such Shares
shall pass, whether by operation of law or otherwise, including,
without limitation, such Shareholder's heirs, guardians,
administrators or successors. Notwithstanding any transfer of
Shares, the transferor shall remain liable for the performance of
all obligations under this Agreement of the transferor.
(c) Assignment. This Agreement shall not be assigned
by operation of law or otherwise without the prior written
consent of the other parties.
(d) Amendment, Waivers, Etc. This Agreement may not
be amended, changed, supplemented, waived or otherwise modified
or terminated, except upon the execution and delivery of a
written agreement executed by the parties hereto; provided, that
after a Termination Event, this Agreement may be amended,
changed, supplemented, waived or otherwise modified or terminated
without the consent of, or the execution of any written agreement
on the part of, Parent and Acquisition, so long as such
amendment, change, supplement, waiver or modification does not
increase the obligations of either Parent and Acquisition
hereunder.
(e) Notices. All notices, requests, claims, demands
and other communications hereunder shall be in writing and shall
be given (and shall be deemed to have been duly received if so
given) by hand delivery, or by mail (registered or certified
mail, postage prepaid, return receipt requested) or by any
courier service, such as Federal Express, providing proof of
delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses or the addresses
set forth on the signature pages hereto:
If to Parent or Acquisition: Startt Acquisition, LLC
and
Startt Acquisition, Inc.
c/o Lawrence Ruben Company
600 Madison Avenue
New York, New York 10022
Attn: Jonathan Mayblum
copies to: Squadron, Ellenoff, Plesent &
Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
Attn: Alan Katz, Esq.
If to the Company: Starrett Corporation
909 Third Avenue
New York, New York 10022
Attn: Irving R. Fischer
copies to: Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Peter Samuels, Esq.
If to Shareholder: At the addresses set forth on the
signature pages
copies to: Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Peter Samuels, Esq.
and Edwin V. Petz, Esq.
Millstein Properties Corp.
1271 Avenue of the Americas
Suite 4200
New York, New York 10020
or to such other address as the person to whom notice is given
may have previously furnished to the others in writing in the
manner set forth above.
(f) Severability. Whenever possible, each provision
or portion of any provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law
but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction,
such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such
jurisdiction, and this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision or portion of any provision had never
been contained herein.
(g) Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants
or agreements contained in this Agreement will cause the other
party to sustain damages for which it would not have an adequate
remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the
aggrieved party shall be entitled to the remedy of specific
performance of such covenants and agreements and injunctive and
other equitable relief in addition to any other remedy to which
it may be entitled, at law or in equity.
(h) Remedies Cumulative. All rights, powers and
remedies provided under this Agreement or otherwise available in
respect hereof at law or in equity shall be cumulative and not
alternative, and the exercise of any thereof by any party shall
not preclude the simultaneous or later exercise of any other such
right, power or remedy by such party.
(i) No Waiver. The failure of any party hereto to
exercise any right, power or remedy provided under this Agreement
or otherwise available in respect hereof at law or in equity, or
to insist upon compliance by any other party hereto with its
obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, shall not constitute a waiver
by such party of its right to exercise any such or other right,
power or remedy or to demand such compliance.
(j) No Third-Party Beneficiaries. This Agreement is
not intended to be for the benefit of, and shall not be
enforceable by, any person or entity who or which is not a party
hereto; provided that, in the event of a Shareholder's death, the
benefits to be received by the Shareholder hereunder shall inure
to his successors and heirs.
(k) Governing Law. This Agreement shall be governed
and construed in accordance with the laws of the State of New
York, without giving effect to the principles of conflicts of law
thereof.
(l) Jurisdiction. Each party hereby irrevocably
submits to the exclusive jurisdiction of the Supreme Court in the
State of New York in any action, suit or proceeding arising in
connection with this Agreement, and agrees that any such action,
suit or proceeding shall be brought only in such court (and
waives any objection based on forum non conveniens or any other
objection to venue therein); provided, however, that such consent
to jurisdiction is solely for the purpose referred to in this
paragraph (1) and shall not be deemed to be a general submission
to the jurisdiction of said Court or in the State of New York
other than for such purposes. Each party hereto hereby waives any
right to a trial by jury in connection with any such action, suit
or proceeding.
(m) Descriptive Headings. The descriptive headings
used herein are inserted for convenience of reference only and
are not intended to be part of or to affect the meaning or
interpretation of this Agreement.
(n) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original,
but all of which, taken together, shall constitute one and the
same Agreement. This Agreement shall not be effective as to any
party hereto until such time as this Agreement or a counterpart
thereof has been executed and delivered by each party hereto.
(o) Trust Funds. In the event that any party hereto
should receive any funds that are to be paid to another party
pursuant to the terms of this Agreement, then the receiving party
shall hold such funds in trust for the benefit of the party
entitled to receive such funds and shall promptly pay such funds
to the party entitled to receive such funds in accordance with
this Agreement.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed on this 16th day of October, 1997.
ON BEHALF OF EACH OF THE
MILSTEIN PARTIES
c/o Milstein Properties Corp.
1271 Avenue of the Americas
Suite 4200
New York, New York 10020
Attention: Edwin V. Petz, Esq.
/s/ PAUL MILSTEIN
By: -----------------------------
Paul Milstein
/s/ SEYMOUR MILSTEIN
By: -----------------------------
Seymour Milstein
ON BEHALF OF EACH OF THE
BENACH PARTIES
c/o Henry Benach
3110 Miro Drive North
Palm Beach Gardens, Florida 33410
/s/ HENRY BENACH
By: -----------------------------
Henry Benach
OEA PARTNERS
c/o Alpine Capital Group
1285 Avenue of the Americas
21st Floor
New York, New York 10019
Attention: Mr. Oded Aboodi
/s/ ODED ABOODI
By: -----------------------------
Name: Oded Aboodi
Title: General Partner
<PAGE>
KADIMA PARTNERS
c/o Alpine Capital Group
1285 Avenue of the Americas
21st Floor
New York, New York 10019
Attention: Mr. Oded Aboodi
/s/ ODED ABOODI
By: -----------------------------
Name: Oded Aboodi
Title: General Partner
/s/ ODED ABOODI
-----------------------------
ODED ABOODI
Alpine Capital Group
1285 Avenue of the Americas
21st Floor
New York, New York 10019
/s/ IRVING R. FISCHER
-----------------------------
IRVING R. FISCHER
171 Succabone Road
Bedford Hills, New York 10507
STARTT ACQUISITION, LLC
/s/ JONATHAN I. MAYBLUM
By: -----------------------------
Name: Jonathan I. Mayblum
Title: President
STARTT ACQUISITION, INC.
/s/ JONATHAN I. MAYBLUM
By: -----------------------------
Name: Jonathan I. Mayblum
Title: President<PAGE>
<PAGE>
SCHEDULE A
Milstein Parties No. of Shares
PIM Holding Co. 747,477
SVM Holding Co. 59,408
SVM Foundation 23,779
Builtland Partners 600,000
Milstein Family Foundation 542,423
Bradley Associates 109,441
Northmon Investment Company 10,000
Irma Milstein 16,250
Barbara Zalaznick 12,300
Edward Milstein 17,300
Roslyn Milstein 10,000
Howard Milstein 5,010
Vivian Milstein 10,000
Philip Milstein 5,000
Gloria Flanzer 575
---------
2,169,063
<PAGE>
<PAGE>
SCHEDULE B
Benach Parties No. of Shares
Henry Benach 424,798
Benhome L.P. 242,900
The Henry and Shirlee Benach 21,500
Foundation
Shirlee Benach 1,050
---------
690,248
<PAGE>
<PAGE>
SCHEDULE C
Aboodi Parties No. of Shares
Oded Aboodi 28,600
OEA Partners 50,000
Kadima Partners 308,760
---------
387,360
<PAGE>
<PAGE>
SCHEDULE D
Fischer Party No. of Shares
Irving R. Fischer 72,040
[100,000 additional
shares to be
issued pursuant to
November 7, 1996
Agreement]
<PAGE>
<PAGE>
SCHEDULE E
1. Agreement dated as of June 26, 1997 among Paul Milstein,
Henry Benach, Irving Fischer, Oded Aboodi and Starrett
Acquisition, Inc.
2. Letter Agreement dated July 14, 1997 among Paul Milstein,
Henry Benach, Irving Fischer, Oded Aboodi and Starrett
Acquisition, Inc.
3. Agreement and Plan of Merger dated July 15, 1997 among
Starrett Acquisition, Inc., Starrett Merger Sub, Inc. and
Starrett Corporation.
4. Letter Agreement dated July 15, 1997 among Starrett
Acquisition, Inc., Starrett Merger Sub, Inc. and Starrett
Corporation.
5. Purchase Agreement dated July 15, 1997 between Starrett
Merger Sub, Inc. and Builtland Partners.
6. Letter dated July 30, 1997 from Starrett Acquisition, Inc.
to Leonard Grunstein, as trustee of the Mataponi Trust.
7. Letter Agreement dated August 4, 1997 among Starrett
Acquisition, Inc., Starrett Merger Sub, Inc. and Starrett
Corporation.
8. Letter dated August 5, 1997 from Starrett Acquisition, Inc.
to Starrett Corporation.
9. Agreement executed and delivered on August 7, 1997 among
Starrett Corporation, Starrett Acquisition, Inc. and Jacob
A. Frydman.
10. Letter Agreement dated August 11, 1997 among Starrett
Acquisition, Inc. and Paul Milstein, Henry Benach, Irving
Fischer and Oded Aboodi.
11. Agreement and Plan of Merger dated August 11, 1997 among
Starrett Acquisition, Inc., Stonemerger, Inc. and Starrett
Corporation.
12. Letter dated August 20, 1997 from Starrett Acquisition, Inc.
to Starrett Corporation.
13. Letter dated August 21, 1997 from Starrett Corporation to
Starrett Acquisition, Inc. and Stonemerger, Inc.
14. Letter dated August 22, 1997 from Starrett Acquisition, Inc.
to Starrett Corporation.
15. Letter dated August 27, 1997 from Rosenman & Colin LLP to
Starrett Corporation.
16. Letter dated August 28, 1997 from Starrett Corporation to
Starrett Acquisition, Inc. and Stonemerger, Inc.
17. Letter dated October 12, 1997 from Starrett Acquisition,
Inc. to Starrett Corporation.
18. Documents relating to Frydman financing matters.
