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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 1)
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
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STARRETT CORPORATION
(Name of Subject Company)
STARRETT CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
885-677-100
(CUSIP Number of Class of Securities)
IRVING R. FISCHER
PRESIDENT & CHIEF OPERATING OFFICER
STARRETT CORPORATION
ONE PARK AVENUE
NEW YORK, NY 10016
(212) 616-3200
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement).
COPY TO:
PETER G. SAMUELS, ESQ.
PROSKAUER ROSE LLP
1585 BROADWAY
NEW YORK, NY 10036-8269
(212) 969-3000
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
of Starrett Corporation, a New York corporation (the "Company"), filed
pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 on
October 24, 1997 with the Securities and Exchange Commission.
Capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On November 10, 1997, an action captioned J. Arthur Johnson, et al. v.
Paul Milstein, et al. (Index No. 120975/97) was filed in the Supreme Court
of the State of New York, County of New York. The action was filed by the named
plaintiffs on behalf of themselves and a purported class consisting of the other
shareholders of the Company. The Company, Purchaser, Parent, and certain
current and former directors of the Company are named as defendants. The
plaintiffs allege, among other things, that such directors breached their
fiduciary duty to the Company by (i) entering into the Merger Agreement with
the Purchaser and failing to pursue a bid for the Company at $12.50 per share
in violation of a duty to maximize shareholder value, and (ii) failing to
sufficiently disclose material information concerning the $12.50 per share bid
in the Schedule 14D-9. The complaint seeks certification of the class, specific
performance of said directors' fiduciary duties to the plaintiffs (including
conducting a market check and considering all bona fide offers for the
Company), injunctive relief with respect to the consummation of transaction
with Purchaser, rescission of such transaction if it is consummated and
rescissionary damages, recission of certain allegedly improper agreements
entered into by certain of said directors of the Company in connection with
the Merger Agreement, costs and unspecified damages. The Company believes
that it and its directors fully complied with their fiduciary duties and
made a proper evaluation of all bids that were received. The Company,
Purchaser and Parent intend to vigorously contest this action.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Press Release dated November 13, 1997.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
STARRETT CORPORATION
Dated: November 14, 1997
By /s/ Irving R. Fischer
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President and Chief Operating
Officer
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FOR RELEASE: NOVEMBER 13, 1997 LEWIS WEINFELD
(212) 616-3200
On October 17, 1997, Starrett Corporation (SHO) (AMEX) announced that
it had entered into a Merger Agreement with an entity (the "Buyer") owned
indirectly by affiliates of Lawrence Ruben Company, Inc., Blackacre
Capital Group, Amroc Investments and Argent Ventures, under which the Buyer
has made a cash tender offer for all of the outstanding shares of the Company's
Common Stock at a purchase price of $12.25 per share.
A class action complaint has been filed in New York State Supreme Court
against the Company, certain current or former directors, the Buyer and its
immediate parent alleging that defendants breached their fiduciary duty to
the Company's shareholders in accepting the Buyer's offer rather than a bid
from another party at $12.50 per share. The Company believes that it fully
complied with its fiduciary duties and made a proper evaluation of all bids
that were received, and intends to vigorously contest the complaint.
