UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
* (Amendment No. 7)Starrett Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
855 677 100
(CUSIP Number)
Henry Benach
3110 Miro Drive North
Palm Beach Gardens, FL 33410
(561) 775-1855
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 26, 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
* 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).
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.
SCHEDULE 13D
CUSIP No. 855 677 100
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Henry Benach
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /x/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
667,698
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
667,698
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
667,698
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /x/
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 PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Benhome L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /x/
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 REPORT PERSON
242,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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., 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, 909 Third Avenue, New York,
New York 10022 (the "Company"), as set forth below.
The purpose of this filing is to report that Paul
Milstein, Henry Benach, Oded Aboodi and Irving Fischer (the
"Shareholders") and Starrett Acquisition, Inc., a New York
corporation ("Acquisition") have entered into an agreement
relating to the proposed merger between Acquisition and the
Company.
Item 4. Purpose of Transaction.
Item 4 is hereby amended as follows:
On June 26, 1997 the Shareholders entered into an
agreement (the "Agreement") with Acquisition relating to a
proposed merger (the "Merger") between the Company and
Acquisition pursuant to which all shareholders of the Company
will receive a cash payment of $12.25 per share. The Agreement
contains, among other things, a timetable for negotiation and
consummation of the Merger, transfer restrictions relating to the
Common Stock held by the Shareholders, an agreement by the
Shareholders to vote their shares of Company's Common stock in
favor of the Merger, and grants Acquisition an option to purchase
the Shareholders' Common Stock under certain circumstances in
which event, if such option is exercised, Acquisition would be
obliged to make an all cash tender offer for all outstanding
shares of the Company (Common Stock) and give the shareholders a
put of their shares of Common Stock to Acquisition under certain
circumstances.
Item 5. Interest in Securities of the Issuer
(a) Item 5(a) is hereby amended as follows:
As of June 26, 1997, Henry Benach beneficially owned 667,698
shares of Common Stock. The foregoing shares exclude 21,500
shares beneficially owned by The Henry and Shirlee Benach
Foundation (the "Foundation"), of which Mr. Benach and Shirlee
Benach, Mrs. Benach's wife, are officers and directors.
(b) Item 5(c) is hereby amended as follows:
On March 27, 1997 Henry Benach transferred 20,000 shares to
the Foundation. Such transfer constituted a gift.
Item 6. Contracts, Arrangements, Undertakings or Relationships
with Respect to Securities of the Issuer.
On June 26, 1997 the Shareholders and Acquisition entered
into the Agreement relating to the proposed Merger.
Item 7. Material to be Filed as Exhibits.
This amendment includes the following exhibit:
- Agreement dated June 26, 1997 between Shareholders
and Acquisition.
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: June 27, 1997
/s/ Henry Benach
Henry Benach
BENHOME L.P.
By: /s/ Henry Benach
Henry Benach
General Partner
EXHIBIT *6/26/97*
AGREEMENT, dated as of June 26, 1997, among PAUL MILSTEIN
("Milstein"), HENRY BENACH ("Benach"), IRVING FISCHER ("Fischer")
and ODED ABOODI ("Aboodi"), each a shareholder of Starrett
Corporation, a New York corporation ("Starrett," and Milstein,
Benach, Fischer and Aboodi collectively being referred to herein
as the "Shareholders"), and STARRETT ACQUISITION, INC., a New
York corporation ("Acquisition").
WHEREAS, Starrett is in the process of negotiating a merger
with Acquisition and another corporation controlled by Jacob A.
Frydman, pursuant to which each outstanding share of Starrett's
common stock, par value $1.00 per share (the "Starrett Common
Stock"), shall be exchanged for $12.25 in cash (the "Merger") and
the surviving corporation in the Merger shall purchase for
$2,000,000 Milstein's 35% equity interests in Gateway Estates
Joint Venture, a New York joint venture (the "Milstein
Interests");
WHEREAS, the Merger shall be effected through an agreement
and plan of merger (the "Merger Agreement") to be negotiated by
Starrett and Acquisition which will provide for the Merger and
the purchase of the Milstein Interests and contain
representations, warranties, covenants and conditions of the
constituent corporations customary for transactions of this
nature, including but not limited to opinions of counsel,
certificates of officers, approvals of shareholders, receipt of a
reasonably acceptable commitment for Acquisition's financing
within 40 days following the execution and delivery of this
Agreement, the right of Acquisition to conduct a complete
business, legal and financial due diligence investigation of
Starrett (the "Due Diligence Investigation") within 40 days
following the execution and delivery of this Agreement, a
customary no-shop provision binding on Starrett, a break-up fee
payable by Starrett as provided in Section 2(f) hereof and
(without duplication) a break-up fee payable by Starrett of $5
million plus Acquisition's expenses in connection with the Merger
(not to exceed $300,000) in the event that a closing does not
take place under the Merger Agreement by reason of a wilful
breach by Starrett of certain of its covenants;
WHEREAS, Milstein and the entities listed on Schedule A (the
"Milstein Group") collectively own 2,153,386 shares of the
Starrett Common Stock;
WHEREAS, Benach is the owner of 690,248 shares of the
Starrett Common Stock;
WHEREAS, Fischer is the owner of 72,040 shares of the
Starrett Common Stock;
WHEREAS, Aboodi and the entities listed on Schedule B (the
"Aboodi Group") collectively own 387,360 shares of the Starrett
Common Stock (the shares of Starrett Common Stock owned by the
Milstein Group, Benach, Fischer and the Aboodi Group are
collectively referred to as the "Shares");
WHEREAS, the Shareholders are executing this Agreement as an
inducement to Acquisition and its affiliates to facilitate the
Merger and the financing thereof.
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. Agreement to Vote Shares. Each of the
Shareholders agrees, and Milstein and Aboodi respectively agree
to cause the other members of the Milstein Group and the Aboodi
Group respectively, to vote the Shares and any other shares of
Starrett Common Stock which he or they, directly or indirectly,
control, at any meeting or in connection with any written consent
of Starrett shareholders (a) in favor of the Merger, (b) in favor
of the Merger Agreement, (c) against any other transaction,
including any merger, sale or other business combination between
Starrett and any other person or entity, or any other action
which would make it impractical for Starrett to effect the
Merger, and (d) against any amendment of Starrett's Certificate
of Incorporation or By-laws or other proposal or transaction
involving Starrett or any of its subsidiaries which amendment or
other proposal or transaction would in any manner impede,
frustrate, prevent or nullify, or result in a breach of any
covenant, representation or warranty or any other obligation or
agreement of Starrett under or with respect to, the Merger, the
Merger Agreement or any of the other transactions contemplated by
the Merger Agreement.
SECTION 2. Option to Purchase Shares and Interests.
a. Grant of Option. Each of the Shareholders grants, and
Milstein and Aboodi respectively agree to cause the
other members of the Milstein Group and the Aboodi
Group respectively to grant, to Acquisition an
exclusive and irrevocable option to purchase all of the
Shares owned by him or them, and Milstein grants to
Acquisition an exclusive and irrevocable option to
purchase all of the Milstein Interests (collectively,
the "Option"), at the exercise price specified in
subsection (b) hereof, during the period and subject to
the conditions to exercise specified in subsection (c)
hereof.
b. Exercise Price. The exercise price for the Shares
subject to the Option shall be $12.25 per share. The
aggregate exercise price for the Milstein Interests
subject to the Option shall be $2,000,000.
c. Exercise of Options.
(i) The Option is exercisable solely upon (w) a
termination of the Merger Agreement because of a breach by
Starrett of any of its covenants under the Merger Agreement; (x)
a termination of the Merger Agreement by Starrett as may be
required pursuant to the fiduciary duties of Starrett's Board of
Directors in accordance with the New York Business Corporation
Law; (y) a tender offer to the shareholders of Starrett by a
party other than Acquisition, an affiliate of Acquisition, the
Shareholders or their affiliates, to purchase the outstanding
shares of Starrett Common Stock for a purchase price in excess of
$12.25 per share in cash; or (z) a termination of the Merger
Agreement because of the failure of two-thirds of the then
outstanding shares of Starrett Common Stock to be voted in favor
of the Merger (each, an "Exercise Event"), and if exercisable,
may be exercised at any time prior to the Expiration Date (as
defined below); provided that the Option must be exercised in
whole with respect to all of the Shares and Milstein Interests,
and not in part.
(ii) The "Expiration Date" shall be 10 business days
after the occurrence of an Exercise Event.
(iii) To exercise the Option, Acquisition shall, prior
to the Expiration Date, send a written notice (a "Notice of
Exercise") to the Shareholders specifying the date of the closing
(the "Closing") of the purchase (which date shall be no earlier
than five nor later than ten business days after the date such
Notice is received by Milstein), together with a good faith
deposit of $5 million paid by check payable to Milstein on
account of the exercise price; provided that, if Acquisition has
sent a Notice of Exercise prior to the Expiration Date, the
Closing shall be extended during the pendency of any legal action
or proceeding which has enjoined the Closing, until 15 days after
the date such injunction is no longer pending, but in no event
for a period of more than 60 days. The Closing shall take place
at 10:00 a.m. at the offices of Frydman & Company on the date
specified in such Notice, subject to such extension. If the
Closing shall not take place because such injunction is pending
for a period of more than 60 days, the Shareholders shall
promptly return to Acquisition the $5 million good faith deposit
and this Agreement shall terminate.
(iv) At the Closing, Acquisition shall wire transfer in
accordance with Schedule C hereto the amount determined by
multiplying the number of Shares by $12.25, less the $5 million
good faith deposit. With respect to the Milstein Interests, at
the Closing Acquisition shall wire transfer to the account of
Milstein the sum of $2,000,000. At the Closing, each of the
Shareholders shall deliver to Acquisition certificates
representing all of the Shares owned by him, or in the case of
Milstein or Aboodi, all of the Shares owned by the Milstein Group
and the Aboodi Group respectively, duly endorsed in blank or
accompanied by stock powers executed in blank, and with all
necessary transfer taxes paid, and Milstein shall deliver to
Acquisition evidence of the transfer of all of the Milstein
Interests.
d. Put of Shares to Acquisition. If a party other than
Acquisition, an affiliate of Acquisition, the
Shareholders or their affiliates make a tender offer to
the shareholders of Starrett to purchase the
outstanding shares of Starrett Common Stock for a
purchase price in excess of $12.25 per share in cash,
and such tender offer occurs prior to Acquisition's
exercise of the Option and prior to the Merger, the
Shareholders shall have the option to require
Acquisition to purchase the Shares for a purchase price
of $12.25 per share in cash, and Milstein shall have
the option to require Acquisition to purchase the
Milstein Interests for a purchase price of $2,000,000
in cash (together, the "Put"); provided, however, that
the Put of the Shares and the Milstein Interests must
cover all of the Shares and the Milstein Interests, and
may not be made in part, and the Put shall be void and
of no effect if prior to the expiration of the 40-day
Due Diligence Investigation period Acquisition gives
notice to the Shareholders terminating the Merger
Agreement and this Agreement. To exercise the Put, the
Shareholders shall send a written notice (the "Put
Notice of Exercise") to Acquisition specifying the date
of the closing (the "Put Closing") of the purchase
(which shall be no earlier than five nor later than ten
business days after the date the Put Notice of Exercise
is received by Acquisition, but in no event earlier
than the expiration of the 40-day Due Diligence
Investigation period). The Put Closing shall take
place at 10:00 a.m. at the office of Frydman & Company
on the date specified in such Put Notice of Exercise.
e. Post Closing Covenant. Acquisition agrees that in the
event that the Option is exercised in accordance with
Section 2 hereof and provided that no Merger shall have
occurred prior thereto, it will within 90 days after
the Closing make a tender offer to the remaining
shareholders of Starrett to purchase all their shares
of Starrett Common Stock at a price of $12.25 per share
in cash, which tender offer shall be consummated within
60 days after the commencement of the tender offer;
provided that such 60-day period shall be extended for
the number of days that any administrative or judicial
order prohibits or enjoins the consummation of the
tender offer. Acquisition further agrees that upon the
exercise of the Option and until the Merger or
consummation of such tender offer, Acquisition will (i)
continue to operate Starrett in the ordinary course of
business; (ii) not transfer the Shares; and (iii)
operate Starrett so that (A) there is no "business
combination" (as such term is used in Section 912(a)(5)
of the New York Business Corporation Law) with any
person or entity who at any time from and after the
date hereof is an associate or affiliate of Acquisition
and (B) there is no payment by Starrett of material
compensation to, or entering into by Starrett of a
material transaction or business relationship (not
described in clause (A) above), or any commitment for
any such compensation, transaction or relationship,
with Acquisition or any associate or affiliate of
Acquisition unless such compensation, transaction,
relationship or commitment is unanimously approved by
the Starrett Board of Directors, which Board of
Directors shall at the time of such approval contain at
least two independent directors (as such term is used
in the American Stock Exchange Listing Standards and
Requirements).
f. Termination of Option. Notwithstanding, the foregoing
provisions of Sections 2(a), (d) and (e), if a tender
offer is made to the shareholders of Starrett by a
party other than Acquisition, an affiliate of
Acquisition, the Shareholders or their affiliates, to
purchase the outstanding shares of Starrett Common
Stock for a purchase price in excess of $12.25 per
share in cash, and if the Board of Directors of
Starrett recommends to its shareholders the acceptance
of such tender offer, the Option and the Put shall
terminate and (i) the Shareholders shall cause Starrett
to pay to Acquisition a break-up fee of $2.5 million
plus $500,000 on account of Acquisition's expenses in
connection with the Merger and (ii) the Shareholders
shall pay to Acquisition an additional break-up fee in
the amount of the greater of (I) $2.25 million or (II)
the product of the number of Shares owned by the
Shareholders and the difference between the net tender
offer price per share in such tender offer and $12.25.
Such payments shall be made contemporaneously with said
recommendation of Starrett's Board of Directors;
provided that if the product set forth in clause (ii)
(II) exceeds $2.25 million, $2.25 million shall be paid
by the Shareholders at such time and any excess shall
be paid by the Shareholders contemporaneously with the
payment of the net tender offer price per share in such
tender offer to the Shareholders. Other than the
provisions of this Section 2(f), this Agreement and the
Merger Agreement shall terminate upon the termination
of the Option and the Put, except that the obligation
of Starrett to make the payments described in this
Section 2(f) shall survive such termination.
SECTION 3. Letter of Credit. Acquisition agrees, upon
the execution and delivery of this Agreement,
to deliver to the Shareholders an irrevocable
stand-by letter of credit in the amount of $5
million, which letter of credit shall be
drawn on a bank located in New York City
reasonably acceptable to the Shareholders
which shall provide that (a) if Acquisition
does not consummate the Merger in accordance
with the Merger Agreement, other than by
reason of any conditions to the obligation of
Acquisition consummating the Merger under the
Merger Agreement failing to be satisfied
other than through the fault of Acquisition,
or (b) Acquisition breaches its obligation to
purchase the Shares and the Milstein
Interests pursuant to the Put provided for in
Section 2(d), or (c) Acquisition breaches its
post-closing covenant provided for in Section
2(e), the Shareholders (for the benefit of
themselves or their designees) shall have the
right immediately to draw down such letter of
credit. If the Merger Agreement has not been
executed and delivered by Starrett or
Acquisition within 10 business days of the
date hereof, or if the Merger Agreement has
been so executed and delivered, but all of
the conditions to the obligation of
Acquisition consummating the Merger under the
Merger Agreement (other than the approval of
two-thirds of the shares of Starrett Common
Stock and other than through the fault of
Acquisition) have not been satisfied or
waived prior to October 31, 1997 and the
Merger Agreement has terminated, the letter
of credit shall terminate and may not be
drawn down on. Furthermore, the letter of
credit shall terminate and may not be drawn
down on if any of the following events
occurs: (a) failure of the Board of Directors
of Starrett to approve the execution and
delivery of the Merger Agreement; (b) failure
to occur of the expiration or termination of
the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976
(the "HSR Act") prior to October 31, 1997
other than by reason of Acquisition's breach
of its obligations under the Merger Agreement
with respect thereto; (c) termination of the
Merger Agreement by Acquisition, in its sole
discretion and after notice to Starrett, on
or prior to the last day of the 40-day Due
Diligence Investigation period; (d) failure
of the Shareholders to deliver the Shares in
the event that Acquisition exercises the
Option pursuant to Section 2 hereof; (e) the
occurrence of the Expiration Date without the
Option having been exercised, provided that
the Merger Agreement has terminated; or (f)
if the Option has been exercised, August 10,
1998.
SECTION 4. Covenants. Each of Benach and Fischer agree,
and each of Milstein and Aboodi agree on
behalf of themselves and the members of the
Milstein Group and the Aboodi Group
respectively, that:
a. He or they shall not, except consistent with the terms
of this Agreement, (i) transfer (which term shall
include, without limitation, for the purposes of this
Agreement, any sale, gift, pledge or other
disposition), or consent to any transfer of, any or all
of the Shares or any interest therein, (ii) enter into
any contract, option or other agreement or
understanding with respect to any transfer of any or
all of the Shares or any interest therein, (iii) take
any other action that would in any way restrict, limit
or interfere with the performance of their obligations
hereunder or the transactions contemplated hereby, or
(iv) grant any proxies or powers of attorney with
respect to any of the Shares, deposit any Shares into a
voting trust or enter into a voting agreement with
respect to such Shares. Notwithstanding the foregoing,
members of the Milstein Group and the Aboodi Group may
transfer their Shares to other members of the Milstein
Group and the Aboodi Group, respectively, or in the
case of the Milstein Group, other members of the
Milstein family, trusts or estates for their benefits
or foundations controlled by them, subject to such
transferees becoming parties to and bound by all of the
terms of this Agreement.
b. Solely in their capacities as shareholders of Starrett,
and not in any fiduciary capacity, he or they shall
not, nor shall they permit any investment banker,
attorney or other adviser or representative retained or
engaged by them to, directly or indirectly, (i)
solicit, initiate or encourage the submission of, any
takeover proposal; (ii) participate in any substantive
discussions or negotiations regarding, or furnish to
any person any substantive information with respect to,
or take any other action to facilitate any inquiries or
the making of any proposal that constitutes, or may
reasonably be expected to lead to, any takeover
proposal; or (iii) agree to or endorse an acquisition
transaction with any person (other than Acquisition or
its affiliates) or any agreement, arrangement or
understanding with respect to any such acquisition
transaction or which would require Starrett to abandon,
terminate or fail to consummate the Merger or any other
transaction contemplated by this Agreement.
Notwithstanding the foregoing, any action by an
investment banker, attorney, or other adviser or
representative of Starrett, or by an officer or
director of Starrett (including action by the
Shareholders acting in such fiduciary capacity), on
behalf of Starrett and not on behalf of the
Shareholders, which would be a violation of the
preceding sentence if taken by the Shareholders in
their capacity as Shareholders, shall not be deemed a
violation of this Section 4(b) by the Shareholders; and
c. He or they will not enter into any transaction, take
any action, or directly or indirectly cause any event
to occur that would result in any of the
representations or warranties of the Shareholders
herein contained not being true and correct at and as
of the time immediately after the occurrence of such
transaction, action or event.
SECTION 5. Representations and Warranties. Each of
Benach and Fischer represent and warrant, and
each of Milstein and Aboodi represent and
warrant on behalf of themselves and the
members of the Milstein Group and the Aboodi
Group respectively, that:
a. Except as otherwise set forth on Schedule C, he or they
are the record and beneficial owners of the Shares set
forth on Schedule C and, except for the Shares, he or
they are not the record or beneficial owner of any
shares of Starrett Common Stock.
b. This Agreement has been duly executed and delivered by
such Shareholder and constitutes the legal, valid and
binding obligation of such Shareholder, enforceable
against such Shareholder in accordance with its terms.
Neither the execution and delivery of this Agreement
nor the consummation by such Shareholder of the
transactions contemplated hereby will result in a
violation of, or a default under, or conflict with, any
contract, trust, commitment, agreement, understanding,
arrangement or restriction of any kind to which such
Shareholder is a party or bound or to which the Shares
are subject. Consummation by such Shareholder of the
transactions contemplated hereby will not violate, or
require any consent, approval, or notice under, any
provision of any judgment, order, decree, statute, law,
rule or regulation applicable to such Shareholder or
the Shares, except for any filing under the HSR Act and
the filing of an amendments to the Schedules 13D filed
by such Shareholder with respect to the Starrett Common
Stock.
c. The Shares owned by him or them and the certificates
representing such Shares are now and at all times
during the term hereof will be held by such
Shareholder, members of the Milstein Group or members
of the Aboodi Group, as the case may be, or by a
nominee or custodian for his or their benefit, free and
clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or
arrangements or any other encumbrances whatsoever,
except for any such encumbrances or proxies arising
hereunder.
d. 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 such
Shareholder.
e. Neither such Shareholder and, in the case of each of
Milstein and Aboodi, no member of the Milstein Group or
the Aboodi Group respectively, is a resident of a state
having community property laws.
SECTION 6. Certain Events. Each of Benach and Fischer
agree, and each of Milstein and Aboodi agree
on behalf of themselves and the members of
the Milstein Group and the Aboodi Group
respectively agree, that this Agreement and
the obligations hereunder shall attach to the
Shares owned by him or them 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
person's heirs, guardians, administrators or
successors. In the event of any stock split,
stock dividend, merger, reorganization,
recapitalization or other change in the
capital structure of Starrett affecting the
Starrett Common Stock, or the acquisition of
additional shares of Starrett Common Stock or
other voting securities of Starrett by such
Shareholder, this Agreement and the
obligations hereunder shall attach to any
additional shares of Starrett Common Stock or
other voting securities of Starrett issued to
or acquired by such Shareholder. In the event
of a stock dividend or distribution, or any
change in Starrett Common Stock 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.
SECTION 7. Further Assurances. The Shareholders and
Acquisition shall, upon request of the other,
execute and deliver any additional documents
and take such further actions as may
reasonably be deemed by the Shareholders or
Acquisition to be necessary or desirable to
carry out the provisions hereof.
SECTION 8. Termination. This Agreement shall terminate
if the Merger Agreement is not executed
within ten business days of the date hereof
for any reason, and shall terminate on the
earliest of (i) the consummation of the
Merger, (ii) the termination of the last
period of time during which Acquisition could
have exercised the Option pursuant to Section
2, provided that if Acquisition has exercised
the Option pursuant to Section 2, the
obligations of Acquisition under Section 2(e)
of this Agreement shall survive its
termination, or (iii) termination of the
Merger Agreement other than for reasons set
forth in subsections (w), (x), (y) and (z) of
Section 2(c)(i) hereof.
SECTION 9. Agreements and Representations of
Shareholders. As among the Shareholders, the
agreement or representation of a Shareholder
shall constitute an agreement or
representation of such Shareholder
individually and severally, not jointly, and
shall not constitute an agreement or
representation by such Shareholder on the
part of the other Shareholders, except that
the agreement or representation of Milstein
or Aboodi on behalf of the Milstein Group or
the Aboodi Group shall be the agreement or
representation of Milstein or Aboodi and his
respective Group jointly.
SECTION 10. Miscellaneous.
a. All communication under this Agreement shall be in
writing and shall be deemed given if delivered
personally or sent by overnight courier (providing
proof of delivery) to the parties at the following
addresses (or at such other address for a party as
shall be specified by like notice):
If to Acquisition:
111 Fulton Street
New York, New York 10038
(212) 732-0300
with a copy to:
Edward H. Cohen, Esq.
Rosenman & Colin LLP
575 Madison Avenue
New York, New York 10022
(212) 940-8580
If to the Shareholders:
c/o Paul Milstein
1271 Avenue of the Americas
New York, New York 10020
(212) 708-0800
with a copy to:
Edwin Petz
Milstein Properties
1271 Avenue of the Americas
New York, New York 10020
(212) 708-0800
and
Peter G. Samuels, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York
(212) 969-3000
b. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
c. This Agreement constitutes the entire agreement
relating to the subject matter covered herein, and
supersedes all prior agreements and understandings,
both written and oral, among the parties with respect
to the subject matter hereof.
d. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York,
regardless of the laws that might otherwise govern
under applicable principles of conflicts of laws
thereof.
e. Neither this Agreement nor any of the rights, interests
or obligations under this Agreement shall be assigned,
in whole or in part, by operation of law or otherwise,
by any of the parties without the prior written consent
of the other parties, except by laws of descent and
except as provided in Section 4(a).
f. If any term, provision, covenant or restriction herein,
or the application thereof to any circumstance, shall,
to any extent, be held by a court of competent
jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and
restrictions herein and the application thereof to any
other circumstances, shall remain in full force and
effect, shall not in any way be affected, impaired or
invalidated, and shall be enforced to the fullest
extent permitted by law.
g. The Shareholders each agree that irreparable damage
would occur and that Acquisition would not have any
adequate remedy at law in the event that any of the
provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise
breached. It is accordingly agreed that Acquisition
shall be entitled to an injunction or injunctions to
prevent breaches by any Shareholder of this Agreement
and to enforce specifically the terms and provisions of
this Agreement in any court, in addition to any other
remedy to which he is entitled at law or in equity. In
addition, each of the parties hereto (i) consents to
submit such party to the personal jurisdiction of any
Federal court located in the State of New York or any
New York state court in the event any dispute arises
out of this Agreement or any of the transactions
contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from
any such court and (iii) agrees that such party will
not bring any action relating to this Agreement of any
of the transactions contemplated hereby in any court
other than a Federal court sitting in the State of New
York or a New York state court.
<PAGE>
h. No amendment, modification or waiver in respect of this
Agreement shall be effective against any party unless
it shall be in writing and signed by such party.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first written above.
Paul Milstein
Henry Benach
Irving Fischer
Oded Aboodi
STARRETT ACQUISITION, INC.
By:
Jacob Frydman
President
SCHEDULE A
MILSTEIN GROUP
PIM Holding
Bradley Associates
Builtland Partners
SVM Holding
Milstein Foundation
Milstein Non Reporting
SCHEDULE B
ABOODI GROUP
OEA Partners
Kadima Partners
SCHEDULE C
Shareholder or Member of Group Number of Shares Owned
Henry Benach 586,196
Irving Fischer 71,000
Paul Milstein 303,000
PIM Holding
Bradley Associates
Builtland Partners
SVM Holding
Milstein Foundation
Milstein Non Reporting
Oded Aboodi 28,600
OEA Partners
Kadima Partners
