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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SEQUA CORPORATION
(Name of Issuer)
Class B Common Stock, no par value
(Title of Class of Securities)
81732 020
(CUSIP Number)
Mrs. Gertrude Rosenkranz
c/o Sequa Corporation
200 Park Avenue, New York, NY 10166
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 22, 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 /_/.
__
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).
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SCHEDULE 13D
CUSIP No. 81732 020
1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gertrude Rosenkranz
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3) SEC USE ONLY
4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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.
(7) SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 101,260
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
(10) SHARED DISPOSITIVE POWER
101,260
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,260
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.04%
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Gertrude Rosenkranz hereby amends and supplements the Schedule 13D
originally filed with the Securities and Exchange Commission (the "SEC") on
September 16, 1996, as amended by Amendment No. 1 filed with the SEC on February
14, 1997 and as further amended by Amendment No. 2 filed with the SEC on
February 4, 1998 (the "Schedule") as follows.
This Schedule relates to the Class B Common Stock, no par value per
share (the "Shares") of Sequa Corporation, a Delaware corporation.
Item 5. Interest in Securities of the Issuer.
Item 5(a) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:
Mrs. Rosenkranz beneficially owns (as defined by Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) 101,260 Shares, or 3.04%
of the Shares outstanding as of January 22, 1998.
Item 5(b) of the Schedule is hereby amended by deleting the first full
sentence thereof and inserting the following language in its stead:
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 101,110 Shares held by the May Trust, the September Trust
and the March Trust (as defined below).
Item 5(c) of the Schedule is hereby amended and supplemented by
inserting the following text as the fourth full paragraph thereof:
Pursuant to the terms of the March Trust, the May Trust and the
September Trust, on January 22, 1998 52,440 Shares were released from
the March Trust, 30,652 Shares were released from the May Trust and
66,414 Shares were released from the September Trust. All of such
Shares were transferred to Mr. Norman E. Alexander.
Item 5(e) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:
As a result of the transfers described in Item 5(c) above, Mrs.
Rosenkranz ceased to be the beneficial owner of more than five percent
of the Shares on January 22, 1998.
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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
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Gertrude Rosenkranz
Date: February 4, 1998
