UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Starrett Corporation
(Name of Issuer)
Common Stock, par value $1.00 share
(Title of Class of Securities)
855 677 100
(CUSIP Number)
Edwin V. Petz
Suite 4200
1271 Avenue of the Americas
New York, NY 10020
(212) 708-0844
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 24, 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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAUL MILSTEIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
WITH 7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,999,341
9 SOLE DISPOSITIVE POWER
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]
See Item 5
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
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PIM HOLDING
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [
]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH 7 SOLE VOTING POWER
747,477
8 SHARED VOTING POWER
709,441
9 SOLE DISPOSITIVE POWER
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]
See Item 5
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
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SEYMOUR MILSTEIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH 7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,311,272
9 SOLE DISPOSITIVE POWER
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]
See Item 5
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
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SVM HOLDING CO.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [
]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH 7 SOLE VOTING POWER
59,408
8 SHARED VOTING POWER
709,441
9 SOLE DISPOSITIVE POWER
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]
See Item 5
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
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BUILTLAND PARTNERS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH 7 SOLE VOTING POWER
600,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
600,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE
ATTESTATION
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
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH 7 SOLE VOTING POWER
542,423
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
542,423
10 SHARED DISPOSITIVE POWER
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
This Amendment to Schedule 13D is being filed on behalf
of Paul Milstein, PIM Holding Co. ("PIM"), Seymour Milstein, SVM
Holding Co. ("SVM"), Builtland Partners ("Builtland") and the
Milstein Family Foundation, Inc. (the "Foundation", and
collectively the "Reporting Persons"), and amends the Schedule
13D dated December 27, 1988, as heretofore amended, relating to
shares of Common Stock, $1.00 par value ("Common Stock"), of
Starrett Corporation, a New York corporation (the "Company") as
set forth below.
The purpose of this filing is to report that Paul
Milstein, Seymour Milstein, Henry Benach and Oded Aboodi (the
"Sellers") and The Related Companies, L.P., the parties to the
letter of intent dated January 9, 1997 (the "Parties" and the
"Letter"), as described in Amendment No. 5 to Schedule 13D
("Amendment No. 5"), have extended the Letter with respect to the
matter set forth in Item 6 below. This Schedule also provides
further information with respect to the transfer of certain
shares of Common Stock to the Foundation previously reported on
Amendment No. 5 and other transfers of shares of Common Stock as
described herein, and makes certain minor corrections in the
information previously provided in Schedule 13D.
Item 1. Security and Issuer
This Schedule 13D relates to shares of Common Stock of
the Company, 909 Third Avenue, New York, New York 10022.
Item 2. Identity and Background.
Item 2 is hereby amended to add the following:
"The Foundation is a New York not-for-profit
corporation. The business address of the Foundation is Milstein
Family Foundation,Inc., c/o Edwin Petz, Suite 4200, 1271 Avenue
of the Americas, New York, NY 10020. During the last five years,
the Foundation has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and was
not 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
violations with respect to such laws."
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:
"The purpose of the extension Letter described in Item
6 below is to enable the Parties to continue the negotiations for
the sale of the shares of Common Stock as described in the
Letter."
Item 5. Interest in Securities of the Issuer.
(a) The first sentence of Item 5(a), as amended on
Amendment No. 5, is hereby amended in its entirety and replaced
with the following:
"As of February 26, 1997, the Reporting Persons,
Bradley Associates and the SVM Foundation, respectively, own
directly and beneficially shares of the Company's Common Stock as
follows:
Paul Milstein 0 (0%)
PIM 747,477 (11.9%)
Seymour Milstein 0 (0%)
SVM 59,408 (.9%)
SVM Foundation 23,779 (.4%)
Builtland 600,000 (9.6%)
Bradley 109,441 (1.7%)
The Foundation 542,423 (8.7%)
2,082,528 (33.3%)*
* Percentages do not add because of rounding.
Direct and indirect beneficial ownership of shares of
Common Stock is attributable 898,120 shares (14.3%) to Paul
Milstein (including PIM) and 210,051 shares (3.4%) to Seymour
Milstein (including SVM).
In addition, partners of Builtland who are not
Reporting Persons and spouses of partners of Builtland own 81,535
shares of Common Stock (1.3%) (all of which shares are excluded
from the above table)".
(b) Item 5(b) is hereby amended to add the following:
"As of February 26, 1997 the Foundation had the sole
power to vote, direct the vote, dispose and direct the
disposition of 542,423 shares of Common Stock."
(c) Item 5(c) is hereby amended to add the following:
"On August 26, 1996 Paul Milstein transferred 145,000
shares of Common Stock to PIM, and an additional 158,000 shares
of Common Stock on October 30, 1996.
On December 30, 1996 SVM contributed 23,779 shares of
Common Stock to the SVM Foundation.
On January 8, 1997 Builtland contributed 500,000 shares
of Common Stock to the Foundation."
Item 6. Contracts, Arrangements, Undertakings or Relationships
with Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
"On February 24, 1997 the Parties amended the Letter by
changing the date in the first sentence of the third paragraph of
the Letter from "January 31, 1997" to "March 31, 1997", thereby
extending the restriction on transfer of shares of Common Stock
by the Sellers set forth in such sentence until March 31, 1997."
Item 7. Material to be Filed as Exhibits.
This amendment includes the following exhibit:
- Letter executed by the Parties.
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: February 26, 1997
Paul Milstein
PIM HOLDING CO.
By:
Paul Milstein, Trustee
General Partner
Seymour Milstein
SVM HOLDING CO.
By:
Seymour Milstein, Trustee
General Partner
BUILTLAND PARTNERS
By:
General Partner
MILSTEIN FAMILY FOUNDATION
By:
February 21, 1997
Mr. Seymour Milstein
Mr. Paul Milstein
1271 Avenue of the Americas
New York, NY 10019
Mr. Henry Benach
3110 Miro Drive North
Palm Beach Gardens, FL 33410
Mr. Oded Aboodi
1285 Avenue of the Americas
New York, NY 10020
Gentlemen:
On January 9, 1997, The Related Companies, L.P.,
("Related") entered into a Letter of Intent with you concerning
our interest in considering a potential acquisition by Related or
its affiliates of a total of 3,234,946 shares of common stock,
par value $1.00 par share ("Common Stock"), of Starrett
Corporation, a New York Corporation (the "Company"). The parties
to the Letter of Intent hereby agree to amend that the Letter of
Intent (a copy of which is attached hereto) to change the date in
the first sentence of the third full paragraph of the Letter of
Intent from "January 31, 1997", to "March 31, 1997", and
otherwise confirm the Letter of Intent in its entirety.
This letter and your acceptance hereof does not
constitute an offer or agreement or arrangement to purchase or
sell any shares of capital stock of the Company. The proposed
transaction contemplated by the Letter of Intent and this
amendment thereto is subject to 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: President
Accepted and Agreed
(February 21, 1997)
/s/
Seymour Milstein
/s/
Paul Milstein
/s/
Henry Benach
/s/
Oded Aboodi
