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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
STARRETT CORPORATION
(Name of Subject Company)
STARTT ACQUISITION, INC.
STARTT ACQUISITION, LLC
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
885-677-11
(CUSIP Number of Class of Securities)
JONATHAN I. MAYBLUM
STARTT ACQUISITION, INC.
C/O LAWRENCE RUBEN COMPANY, INC.
600 MADISON AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10022
TELEPHONE: 212-980-0910
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copies To:
JOEL I. PAPERNIK, ESQ.
SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP
551 FIFTH AVENUE
NEW YORK, NEW YORK 10176
TELEPHONE: (212) 661-6500
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE OF FILING FEE
$76,696,760.00 $15,339.35
* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 6,260,960 shares of common stock, par value
$1.00 per share, at a price per Share of $12.25 in cash. Such number of Shares
represents all of the Shares outstanding as of October 16, 1997.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee as previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $15,339.35
Form or Registration No.: Schedule 14D-1
Filing Party: Startt Acquisition, Inc. and Startt Acquisition, LLC.
Date Filed: October 23, 1997
Page 1 of 6
(Exhibit Index Begins on Page 6)
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1) Names of Reporting Persons, I.R.S. Identification Nos. of Above Persons
(entities only)
Startt Acquisition, Inc. Employer Tax Id: 13-397-0392
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b) X
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3) SEC Use Only
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4) Sources of Funds (See Instructions) AF, OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
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6) Citizenship or Place of Organization New York
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7) Aggregate Amount Beneficially Owned by Each Reporting Person 3,317,211
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8) Check if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
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9) Percent of Class Represented by Amount in Row (7) 0
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10) Type of Reporting Person (See Instructions) CO
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2
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1) Names of Reporting Persons, I.R.S. Identification Nos. of Above Persons
(entities only)
Startt Acquisition, LLC Employer Tax Id: 13-397-0393
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b) X
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3) SEC Use Only
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4) Sources of Funds (See Instructions) AF, OO
----------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
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6) Citizenship or Place of Organization Delaware
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7) Aggregate Amount Beneficially Owned by Each Reporting Person 3,317,211
---------------
8) Check if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
------------------------------------------
9) Percent of Class Represented by Amount in Row (7) 0
--------------------------
10) Type of Reporting Person (See Instructions) CO
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3
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This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1, as amended, (the "Schedule 14D-1") of Startt Acquisition,
Inc. a New York corporation (the "Purchaser"), and Startt Acquisition, LLC, a
Delaware limited liability company (the "Parent"), filed pursuant to Section
14(d)(1) of the Securities and Exchange Act of 1934 on October 23, 1997 with
the Securities and Exchange Commission.
Capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION
Items 10(b) and (f) are hereby amended and supplemented by adding
thereto the following:
On November 21, 1997, the Purchaser issued a press release announcing
the extension of the Offer until 12:00 midnight, New York City time, on
December 5, 1997. The information set forth in the press release, attached
hereto as Exhibit (a)(9), is incorporated herein by reference.
ITEM 11. Material to be Filed as Exhibits.
(a)(9) Text of press release issued by the Purchaser dated November
21, 1997.
4
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: November 21, 1997
STARTT ACQUISITION, INC.
By: /s/ Jonathan I. Mayblum
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Name: Jonathan I. Mayblum
Title: President
STARTT ACQUISITION, LLC
By: /s/ Jonathan I. Mayblum
---------------------------------
Name: Jonathan I. Mayblum
Title: President
5
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
(a)(9) Text of press release issued by Purchaser dated November 21, 1997.
6
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Startt Acquisition, Inc.
c/o Lawrence Ruben Company, Inc.
600 Madison Avenue, 20th Floor
New York, New York 10022
STARTT ACQUISITION, INC. EXTENDS TENDER OFFER
FOR COMMON STOCK OF STARRETT CORPORATION
New York, New York -- November 21, 1997 -- Startt Acquisition, Inc.
(the "Purchaser") today announced that it is extending to 12:00 midnight, New
York City time, on December 5, 1997 its previously announced $12.25 per share
cash tender offer for all outstanding shares of Starrett Corporation
("Starrett") (AMEX: SHO).
According to the depositary for the tender offer, 6,052,722 shares,
representing approximately 96.7% of the shares outstanding, had been tendered
and not withdrawn pursuant to the tender offer as of the close of business
yesterday. The previous expiration date for the tender offer was Thursday,
November 20, 1997.
The purpose of the extension is to provide additional time for
Starrett and the Purchaser to satisfy the conditions to the consummation of the
tender offer. The parties cannot predict at this time whether the conditions
will be satisfied by December 5, 1997 or whether another extension will be
necessary.
The Purchaser, a New York corporation, is a wholly-owned subsidiary of
Startt Acquisition, LLC, a Delaware limited liability company.
