SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MATERIAL SCIENCES CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
576674105
(CUSIP Number)
Stuart Z. Krinsly, Senior Executive Vice President & General Counsel, Sequa
Corporation, 200 Park Avenue, New York, NY 10166; Telephone: 212/986-5500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 20, 1998
(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 [___].
*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 1 of 8 Pages
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SCHEDULE 13D
CUSIP No. 576674105 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Sequa Corporation
I. D. No. 13-1885030
2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) [___]
(b) [___]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC BK
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
NUMBER 1,350,000
OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED None
BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,350,000
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [___]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.76%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 Pages
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Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $.02 per share
(the "Common Stock"), of Material Sciences Corporation, a Delaware corporation
(the "Company"), whose principal executive offices are located at 2200 East
Pratt Boulevard, Elk Grove Village, Illinois 60007.
Item 2. Identity and Background.
This statement is being filed on behalf of Sequa Corporation, a Delaware
corporation with principal business and executive offices at 200 Park Avenue,
New York, New York 10166 ("Sequa"). Sequa Corporation is a diversified
industrial company with operations in four major segments: aerospace, machinery
and metal coatings, specialty chemicals and other products.
Sequa is controlled by Norman E. Alexander, its Chairman and Chief
Executive Officer, individually and through corporations and trusts wholly owned
and controlled by him. Mr. Alexander owns approximately 33% of Sequa's Class A
Common Stock and approximately 58% of its Class B Common Stock, which represents
approximately 53% of Sequa's aggregate voting power. Reference is made to
Amendment No. 1 (Class A Common Stock) to Schedule 13D filed with the Securities
and Exchange Commission on June 3, 1996 and Amendment No. 3 (Class B Common
Stock) to Schedule 13D filed on March 19, 1996 for additional information with
respect to Mr. Alexander's ownership of Sequa Class A Common Stock and Class B
Common Stock. The name, business address, present principal occupation or
employment and the organization in which such occupation or employment is
conducted for Mr. Alexander, each other executive officer and director of Sequa,
and, to the extent applicable, the corporations and trusts controlled by Mr.
Alexander that are referred to above, are set forth on Schedule 1 attached
hereto and incorporated herein by reference for all such purposes. All
individuals are citizens of the United States.
Neither Sequa, nor, to the best knowledge of Sequa, any of the persons or
corporations listed on Schedule 1 attached hereto, has during the last five
years: (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such 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 funds used in making the purchase described in Item 5 were working
capital of Sequa Corporation. The amount used was $13,766,000. Sequa's working
capital is provided by internally generated funds, supplemented by borrowings
pursuant to Sequa's $150 million Credit Agreement with The Chase Manhattan Bank
and certain other institutional lenders. Funds borrowed under that agreement
bear interest at rates based upon
Page 3 of 8 Pages
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various money market indices (currently LIBOR plus 1%). The facility terminates
in October 2002.
Item 4. Purpose of Transaction.
Sequa believes that a combination of its Precoat Metals division with the
Company is likely to strengthen the respective businesses of the companies.
Sequa acquired Common Stock of the Company to facilitate the exploration of a
possible combination with the Company, whether by joint venture or other
combination with, or acquisition of, the Company or one or more of its
businesses. Sequa intends to seek to meet or otherwise communicate with the
Company with a view to exploring various possible such transactions. At present,
Sequa does not possess sufficient information about the Company's businesses to
determine definitively the benefits of any such transactions. Depending on
market prices for the Common Stock, the Company's and Sequa's businesses and
market and other conditions, Sequa may buy additional Common Stock.
Other than as set forth above, Sequa has no present plans or proposals
which relate to or would result in any of the actions set forth in clauses (b)
through (j) of Item 4; however, Sequa reserves the right to determine in the
future to take or cause to be taken such action with respect to the Company
and/or its businesses as it may deem appropriate or desirable.
Item 5. Interests in Securities of the Issuer.
(a) Sequa beneficially owns 1,350,000 shares of the Common Stock,
representing approximately 8.76% of the outstanding shares thereof, as reported
by the Company in its Report on Form 10-K for the fiscal year ended February 28,
1998. To the best of Sequa's knowledge, no other person named in Item 2 above
beneficially owns any of the Company's Common Stock.
(b) Sequa has the sole right to vote and dispose of all such shares.
(c) During the 60 days prior to the date hereof, Sequa has effected the
following purchases of the Common Stock:
Date Number of Shares Price Per Share
---- ---------------- ---------------
April 30, 1998 190,000 $10.3384
May 1, 1998 30,700 $10.545
May 4, 1998 10,000 $10.67
May 6, 1998 9,500 $10.67
May 19, 1998 434,800 $10.1959
May 20, 1998 400,600 $10.045
May 27, 1998 157,300 $10.2325
May 29, 1998 117,100 $10.2744
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All such transactions were made on the New York Stock Exchange.
Item 6. Contracts, Arrangements, Understanding or
Relationships with Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
Page 5 of 8 Pages
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SIGNATURES
The undersigned certifies that, after reasonable inquiry and to the best of
its knowledge and belief, the information set forth in the Schedule 13D is true,
complete and correct.
SEQUA CORPORATION
By: /s/ Stuart Z. Krinsly
--------------------------------------
Name: Stuart Z. Krinsly
Title: Senior Executive Vice President
and General Counsel
Dated: May 29, 1998
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Schedule 1
The name and principal position with Sequa of each executive officer is set
forth in the following table. The business address of each executive officer is
200 Park Avenue, New York, New York 10166, except for Mr.
Weinstein's which is 4430 Director Drive, San Antonio, Texas 78219.
Name Position
Norman E. Alexander Chairman of the Board & Chief Executive Officer and
Director
John J. Quicke President and Chief Operating Officer and Director
Stuart Z. Krinsly Senior Executive Vice President & General Counsel and
Director
Gerald S. Gutterman Executive Vice President, Finance & Administration
Martin Weinstein Senior Vice President, Chromalloy Gas Turbine Operations
The name, business address and principal employment and employer of each
director of Sequa (other than Messrs. Alexander, Quicke and Krinsly) are set
forth in the following table:
Name and Business Address Principal Employment and Employer
Leon Black Principal, Apollo Management, L.P.
1301 Avenue of the Americas
New York, NY 10019
Alvin Dworman Chairman, ADCO Group
645 Fifth Avenue
New York, NY 10022
David S. Gottesman Managing Partner, First Manhattan Co.
437 Madison Avenue
New York, NY 10022
Donald D. Kummerfeld President, Magazine Publishers of America
919 Third Avenue
New York, NY 10022
Richard S. LeFrak President, LeFrak Organization, Inc.
97-77 Queens Boulevard
Rego Park, NY 11374
Page 7 of 8 Pages
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Michael I. Sovern Chancellor Kent Professor of Law and President
435 West 116th Street Emeritus, Columbia University
New York, NY 10027
Fred R. Sullivan Chairman of the Board and Chief Executive
340 Main Street Officer, Richton International Corporation
Madison, NJ 07940
Gerald Tsai, Jr. Private Investor
200 Park Avenue, Suite 4501
New York, NY 10166
The name and business address and state of organization of each corporation
owned by Mr. Alexander through which, together with his individual holdings, he
controls Sequa, are listed below:
Name and Business Address State of Incorporation
42 New Street, Inc. New York
42 New Street
New York, NY 10004
Forfed Corporation Delaware
660 White Plains Road
Tarrytown, NY 10591
Fifty Broad Street, Inc. New York
50 Broad Street
New York, NY 10004
Youandi Corporation New York
133/135 East 61st Street
New York, NY 10021
Galleon Syndication Corporation New York
c/o Eastgate Management
44 Wall Street
New York, NY 10004
Mr. Alexander also holds certain shares of Sequa stock in two trusts established
under the laws of the State of New York, in 1996 and 1997, respectively, of
which he, his wife and his estate and/or issue are beneficiaries. The business
address of the trusts is 200 Park Avenue, New York, New York 10166.
Page 8 of 8 Pages
