UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
SEQUA CORPORATION
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(Name of Issuer)
Class B Common Stock, no par value
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(Title of Class of Securities)
81732 020
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(CUSIP Number)
Mrs. Gertrude Rosenkranz
c/o Sequa Corporation
200 Park Avenue, New York, NY 10166
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 5, 1996
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(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 fil-
ing 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 the statement /X/. (A fee
is not required only if the reporting 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 dis-
closures 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).
Exhibit Index on page 7.
<PAGE>
SCHEDULE 13D
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CUSIP No. 81732 020 Page 2 of 39 Pages
----------- ------- --------
- ---------------------------------- ----------------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gertrude Rosenkranz
SSN ###-##-####
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 250,766
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
250,766
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,666
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.53%
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14 TYPE OF REPORTING PERSON*
IN
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*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 3 of 39 Pages
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Item 1. Security and Issuer
This statement relates to the Class B Common Stock,
no par value per share (the "Shares"), of Sequa Corporation, a
Delaware corporation (the "Company"), the principal executive
offices of which are located at 200 Park Avenue, New York, New
York 10166.
Item 2. Identity and Background
(a) This statement is being filed by Gertrude
Rosenkranz.
(b) Mrs. Rosenkranz' business address is Sequa Cor-
poration, 200 Park Avenue, New York, New York 10166.
(c) Mrs. Rosenkranz is employed as the administra-
tive assistant to Mr. Norman E. Alexander, Chairman of the
Company.
(d) During the last five years, Mrs. Rosenkranz has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors, if any).
(e) During the past five years, Mrs. Rosenkranz has
not been a party to a civil proceeding of a judicial or admin-
istrative body of competent jurisdiction and as a result of
such a proceeding was not or is not 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 violation with respect to
such laws.
(f) Mrs. Rosenkranz is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
On September 5, 1996, Mrs. Rosenkranz was named as
one of two trustees (along with Mr. Stuart Z. Krinsly,
as described in Item 5, below) a trust (the "September Trust")
owning 119,682 Shares, and as such she has shared voting power and
investment power over said Shares. The Shares held in the Sep-
tember Trust were granted by Mr. Norman E. Alexander.
Mr. Alexander is a beneficiary of the Trust.
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Page 4 of 39 Pages
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Item 4. Purpose of Transaction
The Shares owned by the September Trust are held for investment
purposes.
Item 5. Interest in Securities of the Issuer
(a) Mrs. Rosenkranz beneficially owns (as defined by Rule
13d-3 under the Securities Exchange Act of 1934, as amended) 250,766
Shares, or 7.53% of Shares outstanding as of September 5, 1996.
(b) Mrs. Rosenkranz has shared voting and dispositive power
over 150 Shares that she owns directly and jointly with her husband,
Mr. Bernard Rosenkranz, and has shared voting and dispositive power over
an aggregate of 250,616 Shares held by the September Trust and the
March Trust (as defined below). Mrs. Rosenkranz became beneficial owner
for purposes of Rule 13d-3 of 130,934 Shares on March 29, 1996 when
she was named a co-trustee of the March Trust. Mrs. Rosenkranz shares
voting and dispositive power with respect to the Shares held by the
September Trust and the March Trust with Mr. Stuart Z. Krinsly, a
co-trustee of each such Trust. Mr. Rosenkranz' address is
181 Barlow Drive South, Brooklyn, New York 11234. Mr. Rosenkranz
is retired. During the last five years, Mr. Rosenkranz has not
been convicted in a criminial proceeding (excluding traffic
violations or similar misdemeanors, if any). During the past five
years, Mr. Rosenkranz has not been a part to a civil proceeding
of a judicial or administrative body of competent jurisdiction
and as a result of such a proceeding was not or is not subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or demanding activities subject to, federal
or state securities laws or finding any violations with
respect to such laws. Mr. Rosenkranz is a citizen of the
United States. Mr. Krinsly's business address is Sequa Corporation,
200 Park Avenue, New York, New York 10166. Mr. Krinsly is employed
as a Senior Executive Vice President and General Counsel by the
Company. During the last five years, Mr. Krinsly has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors, if any). During the past five years, Mr. Krinsly has
not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such a proceeding was not or
is not 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 violation with respect to such
laws. Mr. Krinsly is a citizen of the United States.
(c) Mrs. Rosenkranz became a beneficial owner for purposes of
Rule 13d-3 of 130,934 Shares on March 29, 1996 when she was named as one of
two trustees (along with Mr. Krinsly) of a trust under an Indenture dated
as of March 29, 1996 (the "March Trust"). Mrs. Rosenkranz became a beneficial
owner for purposes of Rule 13d-3 of 119,682 Shares when she was named as one
of two trustees (along with Mr. Krinsly) of a trust under an Indenture dated
as of September 5, 1996 establishing the September Trust. The 150 Shares
owned by Mrs.
<PAGE>
Page 5 of 39 Pages
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Rosenkranz directly were acquired in transactions more than 60 days prior
to the date hereof.
(d) The beneficiaries of the March Trust and the September
Trust are entitled to receive dividends or proceeds from the sale of Shares
by the Trust. Mr. Norman E. Alexander, who owns more than 5% of the
Shares, is a beneficiary of the Trust.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Mr. Alexander formed the March Trust and contributed 130,934
Shares and 110,318 shares of Class A Common Stock, no par value per share,
of the Company thereto. Mrs. Rosenkranz was named as one of two trustees
(along with Mr. Krinsly) of the Trust, and as such, she has shared voting
power and investment power over said Shares. Mr. Alexander, Mr. Alexander's
wife, and Mr. Alexander's estate and/or issue are beneficiaries of the Trust.
Mr. Alexander formed the September Trust and contributed
119,682 Shares and 59,682 shares of Class A Common Stock, no par value per
share, of the Company thereto. Mrs. Rosenkranz was named as one of two
co-trustees (along with Mr. Krinsly) of the September Trust, and
as such she has the power to vote or dispose of the Shares.
Mr. Alexander, Mr. Alexander's wife, and Mr. Alexander's estate
and/or issue are beneficiaries of the Trust.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Trust Indenture dated as of March 29, 1996.
Exhibit 2 Trust Indenture dated as of September 5, 1996.
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Page 6 of 39 Pages
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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.
/s/Gertrude Rosenkranz
Gertrude Rosenkranz
Dated: September 16, 1996
<PAGE>
Page 7 of 39 Pages
Exhibit Index
Page
Exhibit 1. Trust Indenture dated as of
March 29, 1996 8
Exhibit 2. Trust Indenture dated as of
September 5, 1996 24
<PAGE>
Page 8 of 39 Pages
Exhibit 1
I N D E N T U R E made the 29th day of March, 1996,
by and between NORMAN E. ALEXANDER, having an office at 200
Park Avenue, New York, New York (sometimes hereinafter referred
to as the "Grantor"), and STUART Z. KRINSLY and GERTRUDE
ROSENKRANZ, both having offices at 200 Park Avenue, New York,
New York (sometimes hereinafter referred to as the "Trustees").
W I T N E S S E T H :
WHEREAS, the Grantor desires to create a trust of the
property and for the purposes hereinafter mentioned,
NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained, the Grantor hereby
transfers to the Trustee the property listed in Schedule A
annexed hereto, the receipt of which is hereby acknowledged by
the Trustees, and the Trustees agree to hold such property, IN
TRUST, NEVERTHELESS, for the uses and purposes, for the term,
and subject to the provisions, conditions, powers and agree-
ments hereinafter set forth:
FIRST: Until two years after the date of this Inden-
ture or until the earlier death of the Grantor (the "trust
term") the Trustees shall in a single payment at the end of
each year of the trust pay to the Grantor an amount (the
<PAGE>
Page 9 of 39 Pages
-2-
"annuity amount") equal to 55.393% of the original net fair
market value of the trust property determined as of the date of
this Indenture. The annuity amount shall be paid from income
and, to the extent income is not sufficient, from principal.
Payments of the annuity amount for a period of less than a full
year shall be prorated on a daily basis. Any income not so
paid shall be added to principal. If the Grantor dies within
two years of the date of this Indenture and is survived by his
wife, MARJORIE ALEXANDER, payments of the annuity amount shall
be made to MARJORIE ALEXANDER until the earlier of her death or
the end of the two year period (which shall be considered the
trust term), provided that the Grantor may, by his Will or by
an instrument filed with the trust records during his life,
revoke her right to receive such payments.
The Trustees are authorized from time to time to pay
to the Grantor or the legal representatives of the Grantor's
estate such amounts as the Grantor or such legal representa-
tives shall certify as being required to discharge the Grant-
or's tax liability (whether federal, state or otherwise) in
respect of income realized by the trust and not distributed to
the Grantor, provided that this authority shall not be exer-
cised pursuant to this paragraph or applicable state law if it
<PAGE>
Page 10 of 39 Pages
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conflicts with the intent of the Grantor as stated in the last
paragraph of this Article.
No additional contributions shall be made to the
trust. The interest of the Grantor (or the Grantor's wife)
shall not be subject to commutation. During the trust term, no
payment shall be made to any person other than the Grantor (or
the Grantor's wife as provided in the last sentence of the
first paragraph of this Article). If an incorrect payment of
the annuity amount is made, the Trustees shall, promptly after
the error is discovered, pay to the Grantor (or the Grantor's
wife) in the case of an underpayment or collect from the
Grantor (or the Grantor's wife) in the case of an overpayment,
an amount equal to the difference between the amount which the
Trustees should have paid the Grantor (or the Grantor's wife)
and the amount which the Trustees paid the Grantor (or the
Grantor's wife).
Upon the expiration of the trust term, the Trustees
shall dispose of all property then belonging to the income and
principal of the trust (other than any amount distributable to
the Grantor or the Grantor's wife pursuant to the preceding
paragraphs of this Article) as follows:
<PAGE>
Page 11 of 39 Pages
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1. If the Grantor is then living, then as provided
in Article "SECOND" hereof;
2. If the Grantor is not then living, then (i) to
the Grantor's legal representatives, to be dis-
posed of as part of the Grantor's estate, a
fractional share of such property having a
numerator equal to the amount of such property
includible in the Grantor's gross estate for
federal estate tax purposes and a denominator
equal to the value of the trust property as
determined in the Grantor's federal estate tax
proceeding, and (ii) the balance, if any, of
such property shall be disposed of as provided
in Article "SECOND" hereof.
The Grantor intends to create a trust in which the
Grantor retains the right to receive a "qualified interest," as
defined in section 2702(b)(1) of the Internal Revenue Code and
the Regulations thereunder, and this Indenture shall be so
interpreted and may be so amended by the Trustees in order to
so qualify.
SECOND: All property to be disposed of as provided
in this Article shall be distributed in equal shares to the
<PAGE>
Page 12 of 39 Pages
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Grantor's issue who are then living, in equal shares, per stir-
pes. In the event that any of the Grantor's issue is then
under the age of twenty-five (25) years, then such person's
share of the trust shall be held and administered by the Trust-
ees for the benefit of such person in accordance with Article
"THIRD" hereof.
THIRD: With respect to any property to be adminis-
tered in accordance with this Article "THIRD" (the "trust
fund"), the Trustees shall hold and invest the principal of
such trust fund and shall pay or apply to or to the use of the
respective beneficiary so much of the income of the trust fund,
whether the whole or a lesser amount, and at such time or
times, as the Trustees in their sole and absolute discretion
shall determine until such beneficiary attains the age of
twenty-five (25) years, whereupon such trust fund shall termi-
nate and be distributed to the beneficiary, but if the benefi-
ciary dies before attaining the age of twenty-five (25) years,
then upon the death of the beneficiary, the trust fund shall be
distributed to the beneficiary's issue then living, in equal
shares, but if there are no such issue then living, then to the
beneficiary's siblings then living, or if there are none, then
to the Grantor's issue then living, in equal shares, per stir-
pes. Anything herein contained to the contrary
<PAGE>
Page 13 of 39 Pages
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notwithstanding, if upon the death of any beneficiary, any per-
son entitled to a share of such beneficiary's trust fund herein
created is then the beneficiary of a trust fund under this
Article "THIRD," then that person's share hereof shall be added
to such existing trust fund and shall be administered as a part
thereof.
In addition to the income which the Trustees may pay
or apply as provided in this Article "THIRD," the Trustees are
authorized at any time and from time to time to pay or apply to
or to the use of any beneficiary so much of the principal of
such beneficiary's trust fund as the Trustees in their sole and
absolute discretion shall determine. This authority shall
include the power to terminate any trust fund if the Trustees
in their sole discretion determine that the value of the trust
fund is too small to warrant continuing such trust fund or for
such other reason as the Trustees in their sole discretion may
determine.
FOURTH: For purposes of this trust, the term "issue"
shall exclude any adopted children.
FIFTH: The Trustees shall have the following power
and authority, which shall be deemed supplemental to and not
exclusive of the general powers and authority of trustees
<PAGE>
Page 14 of 39 Pages
-7-
pursuant to law and which may be exercised by them at any time
and from time to time as they in their absolute discretion deem
advisable:
(a) To hold and retain all or any part of the
trust created hereby in the form in which the same may be
at the time of receipt by the Trustees as long as they may
deem advisable, without liability for any loss resulting
from lack of diversification. The Trustees shall be
absolved and exonerated from any individual responsibility
for any loss which may result to the trust in connection
with their retention of any stock of Sequa Corporation.
(b) To invest and reinvest any funds in the
trust created hereby in any property, real or personal, of
any kind or nature, including, without limitation, stocks,
whether common or preferred, or otherwise, bonds, secured
or unsecured obligations, mortgages, other securities, and
interests in any of the foregoing, without being limited
or restricted to investments prescribed or authorized for
trustees by the laws of New York or any other state.
(c) To sell, exchange, partition or otherwise
dispose of, any property, real or personal, which may at
any time form part of the trust created hereby.
<PAGE>
Page 15 of 39 Pages
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(d) To borrow money in connection with the
administration of the trust created hereby; to execute
promissory notes or other obligations for amounts so bor-
rowed, and to secure payment of any amounts so borrowed by
mortgage or pledge of any real or personal property which
may at any time form part of the trust created hereby.
(e) To make loans in such amounts, upon such
terms, secured or unsecured, at such rates of interest,
and to such persons, firms or corporations as they may
deem advisable.
(f) To renew or extend the time of payment of
any obligation, secured or unsecured, payable to the trust
created hereby for as long a period or periods of time and
on such terms as they may determine; and to adjust, set-
tle, compromise and arbitrate claims or demands in favor
of or against the trust created hereby.
(g) In respect of any securities forming a part
of the trust created hereby, including but not limited to
the stock of Sequa Corporation which is contributed to the
trust, to vote upon any proposition or election at any
meeting, and to grant proxies to vote at any such meet-
ings; to join in or become a party to any reorganization,
<PAGE>
Page 16 of 39 Pages
-9-
readjustment, merger, voting trust, consolidation or
exchange, and to deposit any such securities with any com-
mittee, depositary, trustee or otherwise, and to pay out
of the trust any fees, expenses and assessments incurred
in connection therewith, and to charge the same to princi-
pal; to exercise conversion, subscription or other rights,
or to sell or abandon such rights, and to hold any new
securities issued as a result of any such readjustment,
merger, voting trust, consolidation, exchange or exercise
of conversion, subscription or other rights.
(h) Whenever they are required or permitted to
divide or distribute the trust created hereby, to make
such division or distribution in kind or in money, or in
part kind and in part money, without the consent of any
beneficiary.
The powers herein granted to the Trustees are granted
with the knowledge that conflicts of interest may arise with
respect to one or more Trustees. Nevertheless, the Grantor
intends that the Trustees in all respects exercise the powers
and discretion herein conferred as fully and unrestrictedly as
if there were no such conflicting interests. The Grantor
therefore expressly exempts the Trustees from the adverse
<PAGE>
Page 17 of 39 Pages
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operation of any rule of law that might otherwise apply to them
in the performance of their fiduciary duties by reason of con-
flict of interest and specifically directs that they shall not
have any greater burden to justify their acts as Trustees by
reason of conflict of interest than they would have in the
absence of any conflict.
SIXTH: Any Trustee hereunder may resign as Trustee
without the permission of any Court, Surrogate or Judge and
without first accounting for his proceedings as such Trustee,
by executing an instrument in writing to that effect and deliv-
ering the same to the Grantor and to the other Trustee or
Trustees, if any, and to any person who shall be successor to
the Trustee so resigning, but such resignation shall not oper-
ate to relieve such Trustee of his obligation ultimately to
account for said proceedings.
SEVENTH: In the event of the death or inability of
any Trustee to act for any reason, the Grantor's son, MARK
ALEXANDER, and daughters, GAIL BINDERMAN and SHARON ZOFFNESS,
shall be successor Trustees, to serve in the order named. The
last person acting as Trustee or as successor or substitute
Trustee hereunder may appoint a co-Trustee to act with him or
her. If such Trustee fails to appoint a co-Trustee, then he or
<PAGE>
Page 18 of 39 Pages
-11-
she shall appoint his or her own successor by a duly signed and
acknowledged instrument in writing, provided, however, that the
Grantor and his wife, MARJORIE ALEXANDER, shall not act as
Trustees hereunder. Any appointment of a successor or substi-
tute Trustee pursuant to this Article may be revoked or changed
prior to its becoming effective. No bond or other security
shall be required of any Trustee or successor or substitute
Trustee.
Any Trustee may, by an acknowledged instrument in
writing filed with the trust records and delivered to the other
Trustee, delegate to such other Trustee from time to time the
exercise of all or any of the powers conferred upon him or her
by this Indenture, and during any period while such delegation
is in effect, such delegating Trustee shall have no further
responsibility with respect to the exercise of such powers.
Any such delegation may be revoked by such delegating Trustee
by an acknowledged instrument in writing so filed.
EIGHTH: The Grantor declares that the trust hereby
created is irrevocable and that this Indenture may not be
altered, amended or modified, except that the Grantor shall
have the right and power at any time during the trust term to
withdraw any asset of the trust if he shall simultaneously
<PAGE>
Page 19 of 39 Pages
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substitute therefor other property having an equivalent value.
This power shall be exercisable by the Grantor in a
nonfiduciary capacity and without the consent of any person in
a fiduciary capacity.
NINTH: The Trustees, by joining in the execution of
this instrument, signify their acceptance of the said trust and
agree to execute the same in accordance with the terms of this
Indenture.
TENTH: The trust created herein shall be governed by
and construed in all respects in accordance with the laws of
the State of New York. The Trustees shall not be required to
account in any court other than one of the courts of New York
State.
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IN WITNESS WHEREOF, the parties hereto have set their
respective hands as of the day and year first above written.
/s/ Norman E. Alexander
-------------------------------
NORMAN E. ALEXANDER, Grantor
/s/ Stuart Z. Krinsly
-------------------------------
STUART Z. KRINSLY, Trustee
/s/ Gertrude Rosenkranz
-------------------------------
GERTRUDE ROSENKRANZ, Trustee
<PAGE>
Page 21 of 39 Pages
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 29th day of March, 1996, before me personally
came NORMAN E. ALEXANDER, to me known and known to me to be the
individual described in and who executed the foregoing instru-
ment and he acknowledged to me that he executed the same.
/s/ Priscilla Cappiello
--------------------------------
Notary Public, State of New York
No. 03-4803134
Qualified in Bronx County
Certificate Filed in
New York County
Commission Expires October 31, 1996
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 29th day of March, 1996, before me personally
came STUART Z. KRINSLY, to me known and known to me to be the
individual described in and who executed the foregoing instru-
ment and he acknowledged to me that he executed the same.
/s/ Priscilla Cappiello
----------------------------------
Notary Public, State of New York
No. 03-4803134
Qualified in Bronx County
Certificate Filed in
New York County
Commission Expires October 31, 1996
<PAGE>
Page 22 of 39 Pages
-2-
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 29th day of March, 1996, before me personally
came GERTRUDE ROSENKRANZ, to me known and known to me to be the
individual described in and who executed the foregoing instru-
ment and she acknowledged to me that she executed the same.
/s/ Priscilla Cappiello
----------------------------------------
Notary Public, State of New York
No. 03-4803134
Qualified in Bronx County
Certificate Filed in
New York County
Commission Expires October 31, 1996
<PAGE>
Page 23 of 39 Pages
SCHEDULE A
Property Contributed to Trust
110,318 shares of Sequa Corporation Class A Common Stock
130,934 shares of Sequa Corporation Class B Common Stock
<PAGE>
Page 24 of 39 Pages
Exhibit 2
I N D E N T U R E made the 5th day of September,
1996, by and between NORMAN E. ALEXANDER, having an office at
200 Park Avenue, New York, New York (sometimes hereinafter
referred to as the "Grantor"), and STUART Z. KRINSLY and
GERTRUDE ROSENKRANZ, both having offices at 200 Park Avenue,
New York, New York (sometimes hereinafter referred to as the
"Trustees").
W I T N E S S E T H :
WHEREAS, the Grantor desires to create a trust of the
property and for the purposes hereinafter mentioned,
NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained, the Grantor hereby
transfers to the Trustee the property listed in Schedule A
annexed hereto, the receipt of which is hereby acknowledged by
the Trustees, and the Trustees agree to hold such property, IN
TRUST, NEVERTHELESS, for the uses and purposes, for the term,
and subject to the provisions, conditions, powers and agree-
ments hereinafter set forth:
FIRST: Until two years after the date of this Inden-
ture or until the earlier death of the Grantor (the "trust
term") the Trustees shall in a single payment at the end of
<PAGE>
Page 25 of 39 Pages
-2-
each year of the trust pay to the Grantor an amount (the "annu-
ity amount") equal to 56.473% of the original net fair market
value of the trust property determined as of the date of this
Indenture. The annuity amount shall be paid from income and,
to the extent income is not sufficient, from principal. Pay-
ments of the annuity amount for a period of less than a full
year shall be prorated on a daily basis. Any income not so
paid shall be added to principal. If the Grantor dies within
two years of the date of this Indenture and is survived by his
wife, MARJORIE ALEXANDER, payments of the annuity amount shall
be made to MARJORIE ALEXANDER until the earlier of her death or
the end of the two year period (which shall be considered the
trust term), provided that the Grantor may, by his Will or by
an instrument filed with the trust records during his life,
revoke her right to receive such payments.
The Trustees are authorized from time to time to pay
to the Grantor or the legal representatives of the Grantor's
estate such amounts as the Grantor or such legal representa-
tives shall certify as being required to discharge the Grant-
or's tax liability (whether federal, state or otherwise) in
respect of income realized by the trust and not distributed to
the Grantor, provided that this authority shall not be exer-
cised pursuant to this paragraph or applicable state law if it
<PAGE>
Page 26 of 39 Pages
-3-
conflicts with the intent of the Grantor as stated in the last
paragraph of this Article.
No additional contributions shall be made to the
trust. The interest of the Grantor (or the Grantor's wife)
shall not be subject to commutation. During the trust term, no
payment shall be made to any person other than the Grantor (or
the Grantor's wife as provided in the last sentence of the
first paragraph of this Article). If an incorrect payment of
the annuity amount is made, the Trustees shall, promptly after
the error is discovered, pay to the Grantor (or the Grantor's
wife) in the case of an underpayment or collect from the
Grantor (or the Grantor's wife) in the case of an overpayment,
an amount equal to the difference between the amount which the
Trustees should have paid the Grantor (or the Grantor's wife)
and the amount which the Trustees paid the Grantor (or the
Grantor's wife).
Upon the expiration of the trust term, the Trustees
shall dispose of all property then belonging to the income and
principal of the trust (other than any amount distributable to
the Grantor or the Grantor's wife pursuant to the preceding
paragraphs of this Article) as follows:
<PAGE>
Page 27 of 39 Pages
-4-
1. If the Grantor is then living, then as provided
in Article "SECOND" hereof;
2. If the Grantor is not then living, then (i) to
the Grantor's legal representatives, to be dis-
posed of as part of the Grantor's estate, a
fractional share of such property having a
numerator equal to the amount of such property
includible in the Grantor's gross estate for
federal estate tax purposes and a denominator
equal to the value of the trust property as
determined in the Grantor's federal estate tax
proceeding, and (ii) the balance, if any, of
such property shall be disposed of as provided
in Article "SECOND" hereof.
The Grantor intends to create a trust in which the
Grantor retains the right to receive a "qualified interest," as
defined in section 2702(b)(1) of the Internal Revenue Code and
the Regulations thereunder, and this Indenture shall be so
interpreted and may be so amended by the Trustees in order to
so qualify.
SECOND: All property to be disposed of as provided
in this Article shall be distributed in equal shares to the
<PAGE>
Page 28 of 39 Pages
-5-
Grantor's issue who are then living, in equal shares, per stir-
pes. In the event that any of the Grantor's issue is then
under the age of twenty-five (25) years, then such person's
share of the trust shall be held and administered by the Trust-
ees for the benefit of such person in accordance with Article
"THIRD" hereof.
THIRD: With respect to any property to be adminis-
tered in accordance with this Article "THIRD" (the "trust
fund"), the Trustees shall hold and invest the principal of
such trust fund and shall pay or apply to or to the use of the
respective beneficiary so much of the income of the trust fund,
whether the whole or a lesser amount, and at such time or
times, as the Trustees in their sole and absolute discretion
shall determine until such beneficiary attains the age of
twenty-five (25) years, whereupon such trust fund shall termi-
nate and be distributed to the beneficiary, but if the benefi-
ciary dies before attaining the age of twenty-five (25) years,
then upon the death of the beneficiary, the trust fund shall be
distributed to the beneficiary's issue then living, in equal
shares, but if there are no such issue then living, then to the
beneficiary's siblings then living, or if there are none, then
to the Grantor's issue then living, in equal shares, per stir-
pes. Anything herein contained to the contrary
<PAGE>
Page 29 of 39 Pages
-6-
notwithstanding, if upon the death of any beneficiary, any per-
son entitled to a share of such beneficiary's trust fund herein
created is then the beneficiary of a trust fund under this
Article "THIRD," then that person's share hereof shall be added
to such existing trust fund and shall be administered as a part
thereof.
In addition to the income which the Trustees may pay
or apply as provided in this Article "THIRD," the Trustees are
authorized at any time and from time to time to pay or apply to
or to the use of any beneficiary so much of the principal of
such beneficiary's trust fund as the Trustees in their sole and
absolute discretion shall determine. This authority shall
include the power to terminate any trust fund if the Trustees
in their sole discretion determine that the value of the trust
fund is too small to warrant continuing such trust fund or for
such other reason as the Trustees in their sole discretion may
determine.
FOURTH: For purposes of this trust, the term "issue"
shall exclude any adopted children.
FIFTH: The Trustees shall have the following power
and authority, which shall be deemed supplemental to and not
exclusive of the general powers and authority of trustees
<PAGE>
Page 30 of 39 Pages
-7-
pursuant to law and which may be exercised by them at any time
and from time to time as they in their absolute discretion deem
advisable:
(a) To hold and retain all or any part of the
trust created hereby in the form in which the same may be
at the time of receipt by the Trustees as long as they may
deem advisable, without liability for any loss resulting
from lack of diversification. The Trustees shall be
absolved and exonerated from any individual responsibility
for any loss which may result to the trust in connection
with their retention of any stock of Sequa Corporation.
(b) To invest and reinvest any funds in the
trust created hereby in any property, real or personal, of
any kind or nature, including, without limitation, stocks,
whether common or preferred, or otherwise, bonds, secured
or unsecured obligations, mortgages, other securities, and
interests in any of the foregoing, without being limited
or restricted to investments prescribed or authorized for
trustees by the laws of New York or any other state.
(c) To sell, exchange, partition or otherwise
dispose of, any property, real or personal, which may at
any time form part of the trust created hereby.
<PAGE>
Page 31 of 39 Pages
-8-
(d) To borrow money in connection with the
administration of the trust created hereby; to execute
promissory notes or other obligations for amounts so bor-
rowed, and to secure payment of any amounts so borrowed by
mortgage or pledge of any real or personal property which
may at any time form part of the trust created hereby.
(e) To make loans in such amounts, upon such
terms, secured or unsecured, at such rates of interest,
and to such persons, firms or corporations as they may
deem advisable.
(f) To renew or extend the time of payment of
any obligation, secured or unsecured, payable to the trust
created hereby for as long a period or periods of time and
on such terms as they may determine; and to adjust, set-
tle, compromise and arbitrate claims or demands in favor
of or against the trust created hereby.
(g) In respect of any securities forming a part
of the trust created hereby, including but not limited to
the stock of Sequa Corporation which is contributed to the
trust, to vote upon any proposition or election at any
meeting, and to grant proxies to vote at any such meet-
ings; to join in or become a party to any reorganization,
<PAGE>
Page 32 of 39 Pages
-9-
readjustment, merger, voting trust, consolidation or
exchange, and to deposit any such securities with any com-
mittee, depositary, trustee or otherwise, and to pay out
of the trust any fees, expenses and assessments incurred
in connection therewith, and to charge the same to princi-
pal; to exercise conversion, subscription or other rights,
or to sell or abandon such rights, and to hold any new
securities issued as a result of any such readjustment,
merger, voting trust, consolidation, exchange or exercise
of conversion, subscription or other rights.
(h) Whenever they are required or permitted to
divide or distribute the trust created hereby, to make
such division or distribution in kind or in money, or in
part kind and in part money, without the consent of any
beneficiary.
The powers herein granted to the Trustees are granted
with the knowledge that conflicts of interest may arise with
respect to one or more Trustees. Nevertheless, the Grantor
intends that the Trustees in all respects exercise the powers
and discretion herein conferred as fully and unrestrictedly as
if there were no such conflicting interests. The Grantor
therefore expressly exempts the Trustees from the adverse
<PAGE>
Page 33 of 39 Pages
-10-
operation of any rule of law that might otherwise apply to them
in the performance of their fiduciary duties by reason of con-
flict of interest and specifically directs that they shall not
have any greater burden to justify their acts as Trustees by
reason of conflict of interest than they would have in the
absence of any conflict.
SIXTH: Any Trustee hereunder may resign as Trustee
without the permission of any Court, Surrogate or Judge and
without first accounting for his proceedings as such Trustee,
by executing an instrument in writing to that effect and deliv-
ering the same to the Grantor and to the other Trustee or
Trustees, if any, and to any person who shall be successor to
the Trustee so resigning, but such resignation shall not oper-
ate to relieve such Trustee of his obligation ultimately to
account for said proceedings.
SEVENTH: In the event of the death or inability of
any Trustee to act for any reason, the Grantor's son, MARK
ALEXANDER, and daughters, GAIL BINDERMAN and SHARON ZOFFNESS,
shall be successor Trustees, to serve in the order named. The
last person acting as Trustee or as successor or substitute
Trustee hereunder may appoint a co-Trustee to act with him or
her. If such Trustee fails to appoint a co-Trustee, then he or
<PAGE>
Page 34 of 39 Pages
-11-
she shall appoint his or her own successor by a duly signed and
acknowledged instrument in writing, provided, however, that the
Grantor and his wife, MARJORIE ALEXANDER, shall not act as
Trustees hereunder. Any appointment of a successor or substi-
tute Trustee pursuant to this Article may be revoked or changed
prior to its becoming effective. No bond or other security
shall be required of any Trustee or successor or substitute
Trustee.
Any Trustee may, by an acknowledged instrument in
writing filed with the trust records and delivered to the other
Trustee, delegate to such other Trustee from time to time the
exercise of all or any of the powers conferred upon him or her
by this Indenture, and during any period while such delegation
is in effect, such delegating Trustee shall have no further
responsibility with respect to the exercise of such powers.
Any such delegation may be revoked by such delegating Trustee
by an acknowledged instrument in writing so filed.
EIGHTH: The Grantor declares that the trust hereby
created is irrevocable and that this Indenture may not be
altered, amended or modified, except that the Grantor shall
have the right and power at any time during the trust term to
withdraw any asset of the trust if he shall simultaneously
<PAGE>
Page 35 of 39 Pages
-12-
substitute therefor other property having an equivalent value.
This power shall be exercisable by the Grantor in a
nonfiduciary capacity and without the consent of any person in
a fiduciary capacity.
NINTH: The Trustees, by joining in the execution of
this instrument, signify their acceptance of the said trust and
agree to execute the same in accordance with the terms of this
Indenture.
TENTH: The trust created herein shall be governed by
and construed in all respects in accordance with the laws of
the State of New York. The Trustees shall not be required to
account in any court other than one of the courts of New York
State.
<PAGE>
Page 36 of 39 Pages
-13-
IN WITNESS WHEREOF, the parties hereto have set their
respective hands as of the day and year first above written.
/s/ Norman E. Alexander
------------------------------
NORMAN E. ALEXANDER, Grantor
/s/ Stuart Z. Krinsly
------------------------------
STUART Z. KRINSLY, Trustee
/s/ Gertrude Rosenkranz
------------------------------
GERTRUDE ROSENKRANZ, Trustee
<PAGE>
Page 37 of 39 Pages
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 5th day of September, 1996, before me person-
ally came NORMAN E. ALEXANDER, to me known and known to me to
be the individual described in and who executed the foregoing
instrument and he acknowledged to me that he executed the same.
/s/ Priscilla Cappiello
-----------------------------------
Notary Public, State of New York
No. 03-4803134
Qualified in Bronx County
Certificate Filed in
New York County
Commission Expires October 31, 1998
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 5th day of September, 1996, before me person-
ally came STUART Z. KRINSLY, to me known and known to me to be
the individual described in and who executed the foregoing
instrument and he acknowledged to me that he executed the same.
/s/ Priscilla Cappiello
-------------------------------------
Notary Public, State of New York
No. 03-4803134
Qualified in Bronx County
Certificate Filed in
New York County
Commission Expires October 31, 1998
<PAGE>
Page 38 of 39 Pages
-2-
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 5th day of September, 1996, before me person-
ally came GERTRUDE ROSENKRANZ, to me known and known to me to
be the individual described in and who executed the foregoing
instrument and she acknowledged to me that she executed the
same.
/s/ Priscilla Cappiello
------------------------------------
Notary Public, State of New York
No. 03-4803134
Qualified in Bronx County
Certificate Filed in
New York County
Commission Expires Oct. 31, 1998
<PAGE>
Page 39 of 39 Pages
SCHEDULE A
Property Contributed to Trust
59,682 shares of Sequa Corporation Class A Common Stock
119,682 shares of Sequa Corporation Class B Common Stock
