UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sequa Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
81732 010
- --------------------------------------------------------------------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required 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).
Page 1 of 4 pages
<PAGE>
SCHEDULE 13G
- ---------------------------------- ----------------------------------------
CUSIP No. 81732 010 Page 2 of 4 Pages
----------- ------- --------
- ---------------------------------- ----------------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sequa Corporation Master Trust
TIN 13-3708654
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 544,800
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ---------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
544,800
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
544,800
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
EP
- -------------------------------------------------------------------------------
Page 2 of 4 Pages
<PAGE>
Page 3 of 4 Pages
Item 1(a). Name of Issuer: Sequa Corporation
Item 1(b). Address of Issuer's Principal Executive Offices: 200 Park
Avenue, New York, New York 10166
Item 2(a). Name of Person Filing: The Sequa Corporation Master Trust (the
"Trust")
Item 2(b). Address of Principal Business Office, or, if none, Residence:
c/o Bank of New York, One Wall Street, New York, New York 10286
Item 2(c). Citizenship: The Trust is governed by the laws of the State of
New York to the extent not preempted by the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")
Item 2(d). Title of Class of Securities: Class A Common Stock, no par value
Item 2(e). CUSIP Number: 81732 010
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(f). [X] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F).
Item 4. Ownership:
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described
in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the
following information as of that date and identify those shares which
there is a right to acquire.
(a) Amount Beneficially Owned: See Reponse to Item 9 on Cover Sheet
(b) Percent of Class: See response to Item 11 on Cover Sheet
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: See response to
Item 5 on Cover Sheet
(ii) shared power to vote or to direct the vote: See response
to Item 6 on Cover Sheet
(iii) sole power to dispose or to direct the disposition of: See
response to Item 7 on Cover Sheet
(iv) shared power to dispose or to direct the disposition of:
See response to Item 8 on Cover Sheet
Item 5. Ownership of Five Percent or Less of a Class: Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Not applicable
<PAGE>
Page 4 of 4 Pages
Item 8. Identification and Classification of Members of the Group:
Not Applicable
Item 9. Notice of Dissolution of Group: Not Applicable
Item 10. Certification:
The following certification shall be included if the statement
is filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
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.
Dated: February 11, 1997 Sequa Corporation
Master Trust
By:/s/ Stuart Z. Krinsly
-----------------------------
Name: Stuart Z. Krinsly as
Member of the Sequa
Corporation Master
Trust Investment
Committee