<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
SEQUA CORPORATION
(Name of Issuer)
Class A Common Stock, no par value
(Title of Class of Securities)
81732 010
(CUSIP Number)
Mr. Norman E. Alexander
c/o Sequa Corporation
200 Park Avenue, New York, NY 10166
(Name, Address and Telephone Number of Person Authorized to Received Notices
and Communications)
August 10, 1994
(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 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
disclosures 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 81732 010
1) NAME OF REPORTING PERSON
S.S.# OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norman E. Alexander
S.S. ####-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
---
(b) ---
3) SEC USE ONLY
4) SOURCE OF FUNDS*
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7) SOLE VOTING POWER
1,878,882
NUMBER OF
SHARES 8) SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 1,878,882
PERSON WITH
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,878,882
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.66%
14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 81732 010
1) NAME OF REPORTING PERSON
S.S.# OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fifty Broad Street, Inc.
I.R.S. Id. No. 13-1769653
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
---
(b) ---
3) SEC USE ONLY
4) SOURCE OF FUNDS*
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7) SOLE VOTING POWER
101,463
NUMBER OF
SHARES 8) SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 101,463
PERSON WITH
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,463
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 81732 010
1) NAME OF REPORTING PERSON
S.S.# OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forfed Corporation
I.R.S. Id.No. 13-0714303
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
---
(b) ---
3) SEC USE ONLY
4) SOURCE OF FUNDS*
WC
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7) SOLE VOTING POWER
1,389,643
NUMBER OF
SHARES 8) SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 1,389,643
PERSON WITH
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,389,643
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.96%
14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 81732 010
1) NAME OF REPORTING PERSON
S.S.# OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
42 New Street Inc.
I.R.S. Id.No. 13-1861794
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
---
(b) ---
3) SEC USE ONLY
4) SOURCE OF FUNDS*
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7) SOLE VOTING POWER
43,725
NUMBER OF
SHARES 8) SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 43,725
PERSON WITH
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,725
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.69%
14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 81732 010
1) NAME OF REPORTING PERSON
S.S.# OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Youandi Corporation
I.R.S. Id. No. 13-1936115
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
---
(b) ---
3) SEC USE ONLY
4) SOURCE OF FUNDS*
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7) SOLE VOTING POWER
30,000
NUMBER OF
SHARES 8) SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 30,000
PERSON WITH
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.47%
14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 81732 010
1) NAME OF REPORTING PERSON
S.S.# OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Galleon Syndicate Corporation
I.R.S. Id. No. 13-3150821
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
---
(b) ---
3) SEC USE ONLY
4) SOURCE OF FUNDS*
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7) SOLE VOTING POWER
27,500
NUMBER OF
SHARES 8) SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 27,500
PERSON WITH
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,500
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.43%
14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This statement relates to the Class A 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, Suite 5410, New York, New York 10166.
Item 2. Identity and Background
This statement is being filed on behalf of Norman E.
Alexander and the following corporations: Fifty Broad Street, Inc. ("Fifty
Broad"), a New York corporation; Forfed Corporation ("Forfed"), a Delaware
corporation; 42 New Street, Inc. ("42 New"), a New York corporation; Galleon
Syndicate Corporation ("Galleon"), a New York corporation; and Youandi
Corporation ("Youandi"), a New York corporation (such corporations are
collectively referred to as the "Corporations"). All of the Corporations are
directly wholly owned by Mr. Alexander. Identifying information pertaining to
Mr. Alexander, the Corporations and their executive officers and directors
appears as Exhibit 1.
During the last five years none of Mr. Alexander, any of the
Corporations or, to the best knowledge of the Corporations, any of the
executive officers or directors named in Exhibit 1 have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which proceeding was or is 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.
Item 3. Source and Amount of Funds or Other Consideration
The 50,000 Shares to which this statement relates were
purchased by Forfed on August 10, 1994 at an aggregate cost of $1,387,500 (plus
a commission of approximately $2,500). Forfed purchased the 50,000 Shares with
working capital.
Item 4. Purpose of Transaction
The purchase of the Shares was to reinforce Mr. Alexander's
controlling interest in the Company.
<PAGE>
Item 5. Interest in Securities of Issuer
As a result of the purchase on August 10, 1994, Mr.
Alexander individually and through the Corporations beneficially owns an
aggregate of 1,878,822 Shares comprising approximately 29.66% of the
outstanding Shares. Forfed now owns 1,389,643 Shares or approximately 21.66%
of the Shares outstanding, Fifty Broad owns 101,463 Shares or approximately
1.6% of the Shares outstanding, 42 New owns 43,725 Shares or approximately
0.69% of the Shares outstanding, Youandi owns 30,000 Shares or approximately
0.47% of the Shares outstanding and Galleon owns 27,500 Shares or
approximately 0.43% of the Shares outstanding.
Each of the above persons has the sole right to vote and
dispose of all of its Shares, but Mr. Alexander, by virtue of his ownership
and positions with the Corporations, has the power to vote and to dispose of
all of such Shares. In addition to his ownership of the Shares, Mr. Alexander
also beneficially owns individually and through the Corporations an aggregate
of 1,886,647 shares, or approximately 56.64%, of the Company's Class B Common
Stock.
Of the 1,878,822 Shares owned by Mr. Alexander, 100,000
Shares owned directly by Mr. Alexander and 20,000 Shares owned by Fifty Broad
are pledged as collateral to The Bank of Nova Scotia; and 59,682 Shares owned
directly by Mr. Alexander and 26,112 Shares owned by Fifty Broad are pledged
as collateral to Citibank, N.A.
All of the 50,000 Shares to which this statement relates
were purchased on August 10, 1994 by Forfed on the New York Stock Exchange at
a price of $27.25 per Share (plus a commission of approximately $.05 per
Share). See also Item 3.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
None.
<PAGE>
Item 7. Material to be Filed as Exhibits
Exhibit 1. Certain Information about Executive Officers and
Directors of the Corporations.
Exhibit 2. Joint Filing Agreement.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
FIFTY BROAD STREET, INC.
FORFED CORPORATION
42 NEW STREET, INC.
YOUANDI CORPORATION
GALLEON SYNDICATE CORPORATION
/s/Norman E. Alexander
----------------------
Norman E. Alexander
Individually and on behalf of the
above-named Corporations as
President or Chairman
August 19, 1994
<PAGE>
EXHIBIT INDEX
Exhibit 1. Certain Information about Executive Officers and
Directors of the Corporations.
Exhibit 2. Joint Filing Agreement.
<PAGE>
EXHIBIT 1
Forfed is a holding company for the ownership by Norman E. Alexander
of the Company's common stock and its prin cipal business address is 660 White
Plains Road, Tarrytown, New York 10591. Its executive officers and directors
are: Norman E. Alexander, Chairman and Director; Stuart Z. Krinsly, Secretary
and Director; and David S. Weil, President and Director.
42 New, 50 Broad and Youandi each is principally engaged in the real
estate business and the principal address of each is 200 Park Avenue, Suite
5410, New York, New York 10166. The executive officers and directors of each
corporation are: Norman E. Alexander, President and Director; and Stuart Z.
Krinsly, Secretary and Director.
Galleon is engaged in the insurance business and its principal
address is 200 Park Avenue, Suite 5410, New York, New York 10166. Its
executive officers and directors are: Norman E. Alexander, President and
Director; and Stuart Z. Krinsly, Secretary and Director.
All of the above individuals are U.S. citizens.
<PAGE>
EXHIBIT 2
Joint Filing Agreement
In accordance with Rule 13d-l(f) under the Securities
Exchange Act of 1934, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including amendments
thereto) with respect to the Common Stock of Sequa Corporation, and further
agree that this Joint Filing Agreement be included an exhibit to such joint
filings. In evidence thereof, the undersigned, being duly authorized, hereby
execute this Agreement this 19th day of August, 1994.
FIFTY BROAD STREET, INC.
FORFED CORPORATION
42 NEW STREET, INC.
YOUANDI CORPORATION
GALLEON SYNDICATE CORPORATION
/s/ Norman E. Alexander
-----------------------
Norman E. Alexander
Individually and on behalf of
the above-named Corporations as
President or Chairman
August 19, 1994
