As filed with the Securities and Exchange Commission on January 11, 1999
Registration No. 333-66035
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------
Sequa Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-1885030
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 Park Avenue
New York, New York 10166
(212) 986-5500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------------
Norman E. Alexander
Chairman of the Board and Chief Executive Officer
Sequa Corporation
200 Park Avenue
New York, New York 10166
(212) 986-5500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
Copy to:
W. Leslie Duffy, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
----------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
===============================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS
Sequa Corporation
$500,000,000
Debt Securities
----------------------
At various times we may offer debt securities in one or more series worth
up to $500,000,000 aggregate principal amount. We will provide the specific
terms of each series in supplements to this prospectus. You should read this
prospectus and any supplement carefully before you invest.
----------------------
This investment involves risks. See the Risk Factors section beginning on page
2.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.
----------------------
This prospectus is dated , 1999.
<PAGE>
RISK FACTORS
Before you invest in the debt securities, you should consider carefully the
following factors, in addition to the other information contained in this
prospectus.
Our significant level of indebtedness could adversely affect our financial
health and prevent us from fulfilling our obligations under the debt securities.
We now have, and when debt securities are issued will continue to have, a
significant amount of indebtedness. Our level of indebtedness could adversely
affect our ability to:
o generate sufficient cash to service the debt securities;
o generate sufficient cash to service our other debt obligations; and
o obtain additional financing in the future.
If our available cash is no longer sufficient to fund our expenditures and debt
service obligations, including the debt securities, we may need to raise
additional funds by:
o selling equity securities;
o refinancing all or a part of our indebtedness; or
o selling some of our assets.
We cannot assure you that any of these alternate sources of funds would be
available in amounts sufficient for us to meet our obligations. Moreover, even
if we could meet our obligations, our leveraged capital structure could limit
our ability to:
o finance capital expenditures;
o compete effectively;
o expand our business; or
o operate successfully under adverse economic conditions.
The chart below indicates important financial statistics as of September 30,
1998:
Total consolidated indebtedness............. $510.7 million
Total shareholders' equity.................. $632.7 million
Debt to equity ratio........................ .81x
<PAGE>
We may have the ability to borrow additional funds the repayment of which may
increase the risks that we already face.
Agreements governing the debt securities and our other indebtedness may
permit us and our subsidiaries to incur additional indebtedness, including
secured indebtedness. If new indebtedness is added to our and our subsidiaries'
current debt levels, the related risks that we and they now face could increase.
If we fail to comply with restrictions found in agreements governing our other
indebtedness, then we may be forced to repay such other indedebtedness on an
accelerated basis. Acceleration of our other indebtedness could adversely impact
our ability to repay the debt securities.
Agreements governing our other indebtedness may impose restrictions on our
operations and activities and require us to comply with financial covenants,
including the maintenance of financial ratios. Currently, we are in compliance
with such restrictive covenants and financial ratios. However, if we fail to
comply with any of such restrictions or covenants, an event of default may arise
under the applicable instrument. Such an event of default would permit
acceleration of the indebtedness under the applicable instrument. Moreover, this
could result in acceleration of indebtedness under other instruments which
contain cross-acceleration or cross-default provisions. If our other
indebtedness is accelerated, we may not have sufficient cash to service the debt
securities or to conduct business as usual.
Our ability to repay the debt securities will depend, in part, upon our receipt
of distributions and/or borrowings from our subsidiaries. Moreover, the debt
securities are junior to all our subsidiaries' existing indebtedness and
possibly to all of their future borrowings.
We are both an operating company and a holding company. Our ability to meet
our financial obligations will largely depend upon distributions and/or
borrowings from our subsidiaries, where some of our more significant operations
are conducted. We may not receive dividends or other loans and advances from our
subsidiaries as a result of statutory or contractual restrictions that may
include requirements to maintain minimum levels of working capital and other
assets.
The debt securities will effectively be junior to all liabilities of our
subsidiaries. In the event of a bankruptcy, liquidation or dissolution of a
subsidiary and following the payment of such liabilities, the subsidiary may not
have sufficient assets remaining to make payments to us as a shareholder or
otherwise. As of September 30, 1998, our subsidiaries had $388.7 million of
outstanding liabilities (primarily trade payables, accrued expenses and taxes
payable). Unless otherwise stated in a prospectus supplement with respect to a
series of debt securities, the indenture governing the debt securities will
permit our subsidiaries to incur additional indebtedness, including secured
indebtedness under certain circumstances.
We may not be able to compete successfully in any or all of the four industry
segments in which we operate.
We encounter substantial competition in each of our product areas. If we
are unable to respond successfully to changing competitive conditions, the
demand for our products could be adversely affected. We believe that the
principal competitive factors in each of our segments are product quality and
conformity to customer specifications, design and engineering capabilities,
product development, timeliness of delivery and price. Our competitors may
develop products that are superior to our products or may adapt more quickly
than we do to new technologies or evolving customer requirements. In addition,
certain of our competitors have greater financial and other resources than we
possess.
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<PAGE>
A significant portion of our revenue is generated by one of our operating units,
which itself is largely dependent upon sales to one industry.
Chromalloy Gas Turbine is the largest of our operating units and its sales
represent, in the aggregate, approximately 44% of our total revenue. Moreover,
approximately 80% of Gas Turbine's sales are to the commercial aviation sector,
including sales to original equipment manufacturers and after-market sales. If
we lose one or more customers in the commercial aviation sector, or if there is
a significant reduction in sales to them, our financial condition and results of
operations may be materially adversely affected. We cannot assure you that we
will be able to retain these customers or that we will continue to sell to them
in the future at current levels. Sales to these customers are affected by their
specific business requirements and by conditions in the airline industry
generally. In addition, the airline industry as a whole may be affected by
regulatory changes and/or economic downturns. We cannot predict when, or if,
such events will occur or what impact, if any, they would have on our
operations, earnings and revenues or on the operations of our customers.
If we fail to comply with environmental laws and regulations, then we may
incur costs which have a material adverse effect on our financial condition.
We are subject to federal, state and local environmental laws and
regulations. We cannot assure you that compliance with environmental laws or
remedial obligations thereunder will not have a material adverse effect on our
results of operations or financial condition in the future. Moreover, we cannot
predict future changes to environmental laws and regulations or interpretations
or enforcement thereof.
We have incurred, and expect to continue to incur, costs arising from
compliance with environmental laws and remedial obligations. Such laws relate
to, among other things, the discharge of contaminants into water and air and
onto land and the disposal of waste. We believe that the ultimate resolution of
known environmental matters, net of liabilities already accrued on our balance
sheet, will not have a material adverse effect on our results of operations or
financial condition. However, we cannot predict the potential existence of
currently unknown environmental issues.
One person owns and controls a substantial amount of our stock and may,
therefore, influence our affairs.
Norman E. Alexander, our Chairman of the Board of Directors and Chief
Executive Officer, effectively can direct our policies and the election of
directors. Mr. Alexander beneficially owns an aggregate of approximately 38% of
all classes of our stock. Moreover, he controls approximately 53% of the voting
power thereof. As a result of such control, Mr. Alexander can effectively
influence any merger or sale of all or substantially all of our assets or the
initiation of a "going private" transaction. Mr. Alexander also could
effectively prevent or cause a "change of control" of our company. The interests
of Mr. Alexander may be different than those of the holders of the debt
securities.
Our failure, or the failure of businesses on which we rely, to be year 2000
compliant could negatively impact our operations.
The year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of our computer
programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. If we and/or third parties on which we
rely do not successfully update our programs to avoid this issue, we could
experience system failures or miscalculations. As
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<PAGE>
a result we could experience disruptions in our ability to engage in normal
business activities. The possible consequences could include, among other
things:
o temporary plant closings o delays in the delivery
of finished products
o delays in the receipt of key purchased o invoice and collection
materials and services errors
o customer and vendor relations problems
The occurrence of any or all of these consequences could have a material
adverse impact on our results of operations, financial condition and cash flows.
You cannot be sure that an active trading market will develop for the debt
securities.
The debt securities are new securities for which there currently is no
market. We cannot assure you as to the development or liquidity of any market
for the debt securities.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by us with the Securities and Exchange
Commission are incorporated herein by reference as of their respective dates of
filing and shall be deemed to be a part hereof:
1. Our Annual Report on Form 10-K (File No. 1-804) for the year ended
December 31, 1997.
2. Our Current Reports on Form 8-K (File No. 1-804) filed September 10,
1998 and November 6, 1998.
3. Our Quarterly Reports on Form 10-Q (File No. 1-804) for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998.
4. Our Proxy Statement on Schedule 14A (File No. 1-804) filed March 30,
1998.
All documents filed by us pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, as amended, subsequent to the date of
this prospectus and before the termination of this offering shall be deemed to
be incorporated by reference and a part of this prospectus from the date such
documents are filed.
For purposes of this prospectus, any statement in a document incorporated
or deemed incorporated by reference is modified or superseded to the extent that
a statement in this prospectus, or in any subsequently filed document which is
or is deemed to be incorporated by reference, modifies or supersedes it. Any
statement so modified or superseded is not, except as so modified or superseded,
to constitute a part of this prospectus.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, on the written or
oral request of any such person, a copy of any or all documents referred to
above which have been or may be incorporated by reference in this prospectus
(not including exhibits to such incorporated information that are not
specifically incorporated by reference into such information). Requests for such
copies should be directed to us at the following address: Sequa Corporation, 200
Park Avenue, New York, New York 10166, Attention: Treasurer (212) 986-5500.
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<PAGE>
OUR COMPANY
We are a diversified industrial corporation that produces a broad range of
products through operating units in four industry segments: Aerospace, Machinery
and Metal Coatings, Specialty Chemicals, and Other Products.
Aerospace
The Aerospace segment includes two operating units: Chromalloy Gas Turbine
and ARC Propulsion.
Chromalloy Gas Turbine, the largest of our operating units, repairs and
manufactures components for jet aircraft engines. Gas Turbine provides domestic
and international airlines with technologically advanced repairs and coatings
for turbine airfoils and other critical engine components. The unit also
supplies components to the manufacturers of jet engines and serves both the
general aviation and military markets.
ARC Propulsion, a supplier of solid rocket fuel propulsion systems since
1949, is a leading developer and manufacturer of advanced rocket propulsion
systems, gas generators and auxiliary rockets. For the military contract market,
ARC Propulsion produces propulsion systems for tactical weapons. For space
applications, ARC Propulsion produces small liquid fueled rocket engines
designed to provide attitude and orbit control for a number of satellite systems
worldwide. ARC Propulsion's commercial market presence derives from its
pioneering development of hybrid inflator systems for automotive airbags and
production of energetic materials for airbag deployment. In early 1998, ARC
Propulsion moved to further its role in the automotive market through the
purchase of its partner's share of a venture that produces airbag inflators.
Machinery and Metal Coatings
Our Machinery and Metal Coatings segment is composed of Precoat Metals,
Sequa Can Machinery and MEGTEC Systems.
Precoat Metals, the largest individual unit of the segment, is a leader in
the application of protective and decorative coatings to continuous steel and
aluminum coil. Precoat Metals' principal market is the building products
industry, where coated steel is used for the construction of pre-engineered
building systems, and as components in the industrial, commercial, agricultural
and residential sectors. Precoat Metals also serves the container industry and
has established a presence in other product markets, including heating,
ventilating and air conditioning units, truck trailer panels and office
equipment.
Sequa Can Machinery designs and manufactures equipment for the two-piece
can industry. At a facility on the East Coast, Sequa Can Machinery manufactures
high-speed equipment to coat and decorate two-piece beverage cans, and at its
West Coast plant, Sequa Can Machinery produces equipment used to form the cup
and body of two-piece metal cans.
MEGTEC Systems, which was formed in 1997, supplies equipment for the web
offset printing industry, including pasters and splicers, web guides, infeeds,
chill stands and related equipment for high-speed web presses.
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MEGTEC's products also include air flotation dryers for paper and printing uses
and emission control systems for industrial applications.
Specialty Chemicals
Warwick International, the operation that makes up our Specialty Chemicals
segment, serves a variety of markets with performance-enhancing additives for a
broad range of end products. Warwick International is a leading producer and
supplier of TAED, a bleach activator for powdered laundry detergent products.
The unit also markets and distributes diverse chemical products including
plastics, resins, paints and cosmetics.
Other Products
The Other Products segment includes three primary businesses: Casco
Products, the men's apparel unit and Northern Can Systems. Casco Products, which
has been serving the automotive products market since 1921, is the world's
leading supplier of automotive cigarette lighters and also offers a growing line
of automotive accessories. The men's apparel unit designs and manufactures men's
formalwear and accessories marketed under the labels Raffinati, Oscar de la
Renta and After Six. Northern Can Systems, which was sold in December 1997,
supplied the domestic and international food processing market with easy-open
lids for cans.
Available Information
We are subject to the informational requirements of the 1934 Act and in
accordance therewith we file reports and other information with the Commission.
Reports, proxy and information statements, and other information filed by us,
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at certain of
its Regional Offices at Seven World Trade Center, 13th Floor, New York, N.Y.
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661. Copies of such material can be obtained at prescribed rates from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 and by accessing the Commission's Web site, http://www.sec.gov. The
public may obtain information on the operation of the Public Reference Room by
calling the Commission at (800) SEC-0330. Certain of our securities are listed
on the New York Stock Exchange, and reports, proxy statements and other
information concerning us can be inspected at the offices of such Exchange, 20
Broad Street, New York, N.Y. 10005.
Our principal executive offices are located at 200 Park Avenue, New York,
New York 10166 (telephone (212) 986-5500).
USE OF PROCEEDS
We will combine the net proceeds from the sale of the debt securities with
our general funds to repay indebtedness and for general corporate purposes. We
will provide information concerning the use of proceeds from the sale of each
series of the debt securities in the prospectus supplement relating to such
series.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
each year in the five-year period ended December 31 and for the nine month
period ended September 30, 1998.
<TABLE>
<CAPTION>
Year Ended December 31, Nine Months Ended
1993 1994 1995 1996 1997 September 30, 1998
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges: N/A N/A 1.5x 1.4x 1.7x 2.1x
</TABLE>
We have computed the ratio of earnings to fixed charges by dividing
earnings by fixed charges. Earnings consist of income (loss) before income
taxes, extraordinary items and fixed charges and after adjustments for minority
interests in the earnings and losses of majority-owned subsidiaries and after
adjustments for equity in the earnings and losses of less than fifty percent
owned joint ventures. Fixed charges consist of interest expense on all
indebtedness, amortization of debt issuance costs, the portion of rental expense
representative of interest and preference stock dividend requirements of a
majority-owned subsidiary. Our earnings were inadequate to cover fixed charges
by $64.8 million in 1993 and $25.5 million in 1994.
DESCRIPTION OF DEBT SECURITIES
We will issue debt securities in one or more series under an indenture
between our company and Bank of Montreal Trust Company, as Trustee, the form of
which we have filed as an exhibit to the Registration Statement. The following
summaries of certain provisions of the indenture are not complete and are
qualified in their entirety by express reference to the indenture and the
securities resolutions or the indentures supplemental thereto (copies of which
have been or will be filed with the Commission). Capitalized terms used in this
section without definition have the meanings given such terms in the indenture.
General
The indenture does not limit the amount of debt securities that can be
issued thereunder and provides that the debt securities may be issued from time
to time in one or more series pursuant to the terms of one or more securities
resolutions or supplemental indentures. As of the date of this prospectus, there
were no debt securities outstanding under the indenture. The debt securities
will be unsecured and will rank on a parity with all of our other unsecured and
unsubordinated debt. The debt securities will be senior to all of our existing
and future indebtedness which by its terms is made subordinate to the debt
securities. Although the indenture provides for the possible issuance of debt
securities in other forms or currencies, the only debt securities covered by
this prospectus will be debt securities denominated in U.S. dollars in
registered form without coupons.
Terms
We will determine the terms of the debt securities at the time or times of
sale. We will provide the specific terms of each series in supplements to this
prospectus. Reference is made to the prospectus supplement for the following
terms, if applicable, of the debt securities offered thereby:
o designation, aggregate principal o terms of any redemption at
amount, currency or composite the option of Holders
currency and denominations
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<TABLE>
<CAPTION>
<S> <C> <C>
o price and, if an index formula or other method o if the debt securities provide that payments of
is used, the method for determining amounts of principal or interest may be made in a currency
principal or interest other than that in which debt securities are
denominated, the manner for determining such
payments
o marutiry date and other dates, if any, on which o portion of principal payable upon acceleration of a
principal will be payable Discounted Security (as defined below)
o interest rate (which may be fixed or variable), o whether and upon what terms debt securities may
if any be defeased
o date or dates from which interest will accrue o whether the covenant referred to below under
and on which interest will be payable, and "Certain Covenants--Limitations on Liens" applies,
the record dates for the payment of interest and any events of default or restrictive covenants
in addition to or in lieu of those set forth in the
indenture
o manner of paying principal and interest o provisions for electronic issuance of debt
securities or for debt securities in
uncertificated form
o place or places where principal and interest
will be payable
o terms of any mandatory or optional redemption o any additional provisions or other special terms
by us including any sinking fund not inconsistent with the provisions of the
indenture, including any terms that may be
o terms of any conversion or exchange right required or advisable under United States or other
applicable laws or regulations, or advisable in
o tax indemnity provisions connection with the marketing of the debt
securities. (Section 2.01)
</TABLE>
We may issue debt securities of any series as registered debt securities,
bearer debt securities or uncertificated debt securities, and in such
denominations as specified in the terms of the series. (Section 2.01)
In connection with its original issuance, no bearer debt security will be
offered, sold or delivered to any location in the United States, and a bearer
debt security in definitive form may be delivered in connection with its
original issuance only upon presentation of a certificate in a form prescribed
by us to comply with United States laws and regulations. (Section 2.04)
Registration of transfer of registered debt securities may be requested
upon surrender thereof at any agency of ours maintained for that purpose and
upon fulfillment of all other requirements of the agent. (Sections 2.03 and
2.07)
Under the indenture we may issue debt securities as Discounted Debt
Securities to be offered and sold at a substantial discount from the principal
amount thereof. Special United States federal income tax and other
considerations applicable thereto will be described in the prospectus supplement
relating to such Discounted Debt Securities. "Discounted Debt Security" means a
debt security where the amount of principal due upon acceleration is less than
the stated principal amount. (Section 2.10)
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<PAGE>
Certain Covenants
The debt securities will not be secured by any properties or assets and
will represent senior unsecured debt of our company.
As discussed below, the indenture includes certain limitations on our
ability to create liens which will apply only if the securities resolution
establishing the terms of a series of debt securities so provides (in which
event the prospectus supplement will so state). If applicable, the limitations
are subject to a number of qualifications and exceptions. The indenture does not
limit our ability to enter into sale and leaseback transactions. In addition,
the indenture does not limit the ability of our subsidiaries to issue debt, and
the debt securities will be effectively subordinated to all existing and future
indebtedness and other liabilities and commitments of our subsidiaries.
Unless otherwise indicated in a prospectus supplement, such covenants, if
applicable, do not afford holders of the debt securities protection in the event
of a highly leveraged or other transaction involving us that may adversely
affect holders of the debt securities.
Limitation on Liens
If the securities resolution establishing the terms of a series so provides
(in which event the prospectus supplement will so state), the following
provisions of the indenture will apply for as long as there are outstanding any
debt securities of any series to which this limitation applies.
We will not create or suffer to be created or to exist any Lien on any of
our properties or assets, owned as of the date such series is issued or
hereafter acquired, to secure any indebtedness unless the debt securities of
such series are equally and ratably secured with any and all such indebtedness
and with any other indebtedness similarly entitled to be equally and ratably
secured. "Lien" includes any mortgage, pledge, security interest or other lien.
This restriction is subject to termination upon defeasance as referred to below.
This restriction does not apply to, or prevent the creation or existence of:
(1) Liens on property existing at the time of the acquisition or
construction of such property (or created within two years after completion
of such acquisition or construction), whether by purchase, merger,
construction or otherwise, or to secure the payment of all or any part of
the purchase price or construction cost thereof, including the extension of
any such Liens to repairs, renewals, replacements, substitutions,
betterments, additions, extensions and improvements then or thereafter made
on the property subject thereto;
(2) a Lien securing any bank indebtedness now or hereafter incurred or
assumed by us;
(3) any extensions, renewals or replacements (or successive extensions,
renewals or replacements), in whole or in part, of Liens permitted by the
foregoing clauses (1) and (2);
(4) the pledge of any bonds or other securities at any time issued under
any of the Liens permitted by clause (1), (2) or (3) above; or
(5) Permitted Encumbrances. (Section 4.07)
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"Permitted Encumbrances" includes, among other items:
(1) the pledge or assignment in the ordinary course of business of accounts
receivable or customers' installment paper;
(2) Liens affixing to our property at the time a person consolidates with
or merges into, or transfers all or substantially all of its assets to, us,
provided that in the opinion of our Board of Directors or our management
(evidenced by a certified Board resolution or an Officers' Certificate
delivered to the Trustee) the property acquired pursuant to the
consolidation, merger or asset transfer is adequate security for such Lien;
(3) Liens or encumbrances not otherwise permitted if, at the time of
incurrence thereof and after giving effect thereto, the aggregate of all of
our obligations secured thereby does not exceed 10% of Tangible Net Worth
(as defined below);
(4) Liens on securities held by us; and
(5) Liens or encumbrances affixing to the property of a Subsidiary.
"Tangible Net Worth" means:
(1) common stockholders' equity appearing on our most recent balance sheet
(or our consolidated balance sheet including our Subsidiaries if we then
have one or more consolidated Subsidiaries) prepared in accordance with
generally accepted accounting principles, less
(2) intangible assets (excluding intangible assets recoverable through
rates as prescribed by applicable regulatory authorities).
"Subsidiary" of any person means:
(1) a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by such person or by one or more other
Subsidiaries of such person or by such person and one or more Subsidiaries
thereof; or
(2) any other person (other than a corporation) in which such person, or
one or more Subsidiaries of such person or such person and one or more
Subsidiaries thereof, directly or indirectly, has at least a majority
ownership and power to direct the policy, management and affairs thereof.
(Section 4.06)
Further, this restriction will not apply to or prevent the creation or
existence of leases made, or existing on property acquired, in the ordinary
course of business. (Section 4.07)
Other Covenants
Any other restrictive covenants which may apply to a particular series of
debt securities will be described in the prospectus supplement relating thereto.
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Successor Obligor
Unless otherwise specified in the securities resolution establishing a
series of debt securities, we shall not consolidate with or merge into, or
transfer all or substantially all of our assets to, any person in any
transaction in which we are not the survivor, unless:
(1) the person is organized under the laws of the United States or a State
thereof or is organized under the laws of a foreign jurisdiction and
consents to the jurisdiction of the courts of the United States or a State
thereof;
(2) the person assumes by supplemental indenture all of our obligations
under the indenture, the debt securities and any coupons; and
(3) immediately after the transaction no Default (as defined) exists. The
successor shall be substituted for us, and thereafter all of our
obligations under the indenture, the debt securities and any coupons shall
terminate. (Section 5.01)
Exchange of Debt Securities
Registered debt securities may be exchanged for an equal aggregate
principal amount of registered debt securities of the same series and date of
maturity in such authorized denominations as may be requested upon surrender of
the registered debt securities at an agency of ours maintained for such purpose
and upon fulfillment of all other requirements of such agent. (Section 2.07)
Default and Remedies
Unless the securities resolution establishing the series otherwise provides
(in which event the prospectus supplement will so state), an "Event of Default"
with respect to a series of debt securities will occur if:
(1) we default in any payment of interest on any debt securities of such
series when the same becomes due and payable and the Default continues for
a period of 60 days;
(2) we default in the payment of the principal and premium, if any, of any
debt securities of the series when the same becomes due and payable at
maturity or upon redemption, acceleration or otherwise and such default
shall continue for five or more days;
(3) we default in the payment or satisfaction of any sinking fund
obligation with respect to any debt securities of a series as required by
the securities resolution establishing such series and the Default
continues for a period of 60 days;
(4) we default in the performance of any of its other agreements applicable
to the series and the Default continues for 90 days after the notice
specified below;
(5) pursuant to or within the meaning of any Bankruptcy Law:
(a) we commence a voluntary case,
(b) we consent to the entry of an order for relief against us in an
involuntary case,
11
<PAGE>
(c) we consent to the appointment of a Custodian for us or for all or
substantially all of our property, or
(d) we make a general assignment for the benefit of our creditors;
(6) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:
(a) is for relief against us in an involuntary case,
(b) appoints a Custodian for us or for all or substantially all of our
property, or
(c) orders that we be liquidated, and the order or decree remains
unstayed and in effect for 60 days; or
(7) there occurs any other Event of Default provided for in such series.
(Section 6.01)
The term "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal
or State law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator or a similar official under any Bankruptcy Law.
(Section 6.01)
"Default" means any event which is, or after notice or passage of time
would be, an Event of Default. A Default under subparagraph (4) above is not an
Event of Default until the Trustee or the Holders of at least 33-1/3% in
principal amount of the series notify us of the Default and we do not cure the
Default within the time specified after receipt of the notice. (Section 6.01)
The Trustee may require indemnity satisfactory to it before it enforces the
indenture or the debt securities of the series. (Section 7.01) Subject to
certain limitations, Holders of a majority in principal amount of the debt
securities of the series may direct the Trustee in its exercise of any trust or
power with respect to such series. (Section 6.05) Except in the case of Default
in payment on a series, the Trustee may withhold from Securityholders of such
series notice of any continuing Default (except a Default in payment of
principal or interest) if it determines that withholding notice is in their
interest (Section 7.04) We are required to furnish the Trustee annually a brief
certificate as to our compliance with all conditions and covenants under the
indenture. (Section 4.04)
The failure to redeem any debt securities subject to a Conditional
Redemption (as defined) is not an Event of Default if any event on which such
redemption is so conditioned does not occur and is not waived before the
scheduled redemption date. (Section 6.01)
The indenture does not have a cross-default provision. Thus, a default by
us on any other debt, including any other series of debt securities, would not
constitute an Event of Default.
Amendments and Waivers
The indenture and the debt securities or any coupons of the series may be
amended, and any default may be waived as follows: Unless the securities
resolution otherwise provides (in which event the prospectus supplement will so
state), the debt securities and the indenture may be amended with the consent of
the Holders of a majority in principal amount of the debt securities of all
series affected voting as one class. (Section 9.02) Unless the securities
resolution otherwise provides (in which event the prospectus supplement will so
state), a Default on a particular series may be waived with the consent of the
Holders of a majority in principal amount of the debt securities of the series.
(Section 6.04)
12
<PAGE>
However, without the consent of each Holder affected, no amendment or waiver
may:
(1) reduce the amount of debt securities whose Holders must consent to an
amendment or waiver;
(2) reduce the interest on or change the time for payment of interest on
any debt security;
(3) change the fixed maturity of any debt security;
(4) reduce the principal of any non-Discounted Debt Security or reduce the
amount of the principal of any Discounted Debt Security that would be due
on acceleration thereof;
(5) change the currency in which the principal or interest on a debt
security is payable;
(6) make any change that materially adversely affects the right to convert
any debt security; or
(7) waive any Default in payment of interest on or principal of a debt
security. (Sections 6.04 and 9.02)
Without the consent of any Holder, the indenture or the debt securities may be
amended:
(1) to cure any ambiguity, omission, defect or inconsistency;
(2) to provide for assumption of Company obligations to Holders in the
event of a merger or consolidation requiring such assumption;
(3) to provide that specific provisions of the indenture shall not apply to
a series of debt securities not previously issued;
(4) to create a series and establish its terms;
(5) to provide for a separate trustee for one or more series; or
(6) to make any change that does not materially adversely affect the rights
of any Holder. (Section 9.01)
Legal Defeasance and Covenant Defeasance
Debt securities of a series may be defeased in accordance with their terms
and, unless the securities resolution establishing the terms of the series
otherwise provides, as set forth below. We at any time may terminate as to a
series all of our obligations (except for certain obligations, including
obligations with respect to the defeasance trust and obligations to register the
transfer or exchange of a debt security, to replace destroyed, lost or stolen
debt securities and coupons and to maintain paying agencies in respect of the
debt securities) with respect to the debt securities of the series and any
related coupons and the indenture ("legal defeasance"). We at any time may
terminate as to a series its obligations with respect to the debt securities and
coupons of the series under the covenant described under "Certain
Covenants--Limitations on Liens" and any other restrictive covenants which may
be applicable to a particular series ("covenant defeasance").
We may exercise our legal defeasance option notwithstanding our prior
exercise of our covenant defeasance option. If we exercise our legal defeasance
option, a series may not be accelerated because of an Event of Default. If we
exercise our covenant defeasance option, a series may not be accelerated by
reference to the covenant described under "Certain Covenants--Limitations on
Liens" or any other restrictive covenants which may be applicable to a
particular series. (Section 8.01)
13
<PAGE>
To exercise either defeasance option as to a series, we must:
(1) irrevocably deposit in trust (the "defeasance trust") with the Trustee
or another trustee money or U.S. Government Obligations, deliver a
certificate from a nationally recognized firm of independent accountants
expressing their opinion that the payments of principal and interest when
due on the deposited U.S. Government Obligations, without reinvestment,
plus any deposited money without investment will provide cash at such times
and in such amounts as will be sufficient to pay the principal and interest
when due on all debt securities of such series to maturity or redemption,
as the case may be, and
(2) comply with certain other conditions.
In particular, we must obtain an opinion of tax counsel that the defeasance
will not result in recognition of any gain or loss to holders for Federal income
tax purposes. "U.S. Government Obligations" means direct obligations of the
United States or an instrumentality of the United States, the payment of which
is unconditionally guaranteed by the United States, which, in either case, have
the full faith and credit of the United States of America pledged for payment
and which are not callable at the issuer's option, or certificates representing
an ownership interest in such obligations. (Section 8.02)
Regarding the Trustee
Bank of Montreal Trust Company will act as Trustee for debt securities
issued under the indenture and, unless otherwise indicated in a prospectus
supplement, the Trustee will also act as Registrar and Paying Agent with respect
to the debt securities. (Section 2.03) The Trustee is a member of the syndicate
of lenders with respect to our credit facility.
BOOK-ENTRY
DTC will act as securities depository for the debt securities. The debt
securities will be issued only as fully registered securities registered in the
name of Cede & Co. (DTC's partnership nominee). One or more fully registered
global certificates will be issued for the debt securities representing the
aggregate principal amount of the debt securities and will be deposited with
DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the 1934 Act, as
amended, DTC holds securities that its participants (the "Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (the "Indirect Participants," and
together with the Direct Participants, the "Participants"). The rules applicable
to DTC and its Participants are on file with the SEC.
Purchases of the debt securities within the DTC system must be made by or
through Direct Participants which will receive a credit for the debt securities
on DTC's records. The ownership interest of each actual purchaser of each debt
security (a "Beneficial Owner") will in turn be recorded on the Direct and
Indirect
14
<PAGE>
Participants' respective records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interest in the debt securities will be effected by entries made on
the books of Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interest in
debt securities except in the event that use of the book-entry system for the
debt securities is discontinued.
The deposit of the debt securities with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the debt securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts such debt
securities arecredited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other direct communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the debt
securities of an issue are being redeemed, DTC's practice will determine by lot
the amount of the interest of each Direct Participant in such series to be
redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the debt
Securities. Under its usual procedures, DTC mails an omnibus proxy (an "Omnibus
Proxy") to the Participants as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the debt securities are credited on the record
date (identified in a listing attached to the Omnibus Proxy).
Principal, premium, if any, and interest on the debt securities will be
paid to DTC. DTC's practice is to credit Direct Participants' accounts on the
relevant payment date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive payment
on such payment date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street-name," and will be the responsibility of such Participant and not of
DTC, the underwriters, or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal,
premium, if any, and interest to DTC is the responsibility of us or the Trustee.
Disbursement of such payments to Direct Participants is the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with
respect to the debt securities at any time by giving reasonable notice to us.
Under such circumstances and in the event that a successor securities depository
is not obtained, certificates for the debt securities are required to be printed
and delivered. In addition, we may decide to discontinue use of the system of
book-entry transfers through DTC (or any successor securities depository). In
that event, certificates for the debt securities will be printed and delivered.
We will not have any responsibility or obligation to Participants or to the
persons for whom they act as nominees with respect to the accuracy of the
records of DTC, its nominees or any Direct or Indirect Participant with respect
to any ownership interest in the debt securities, or with respect to payments or
providing of notice to the Direct Participants, the Indirect Participants or the
Beneficial Owners.
15
<PAGE>
So long as Cede & Co. is the registered owner of the debt securities, as
nominee of DTC, references herein to holders of the debt securities shall mean
Cede & Co. or DTC and shall not mean the Beneficial Owners of the debt
securities.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from DTC.
PLAN OF DISTRIBUTION
The Company may sell debt securities through underwriters or dealers,
directly to one or more purchasers or through agents.
The applicable prospectus supplement will set forth the terms of the
offering of any debt securities, including:
<TABLE>
<CAPTION>
<S> <C>
o the names of any underwriters or agents o the purchase price of such debt securities
o the proceeds to the Company from such sale o any underwriting discounts
o any other items constituting underwriters' o any initial public offering price
compensation
o any discounts or concessions allowed or o any securities exchanges on which such debt
reallowed or paid to dealers securities may be listed
</TABLE>
If underwriters are used in the sale, debt securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. Such debt
securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate.
Unless otherwise set forth in the applicable prospectus supplement, the
obligations of the underwriters to purchase such debt securities will be subject
to certain conditions precedent, and the underwriters will be obligated to
purchase all of such debt securities if any of such debt securities are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time. Only
underwriters named in a prospectus supplement are deemed to be underwriters in
connection with the debt securities offered thereby.
We may sell debt securities directly or through agents designated by us
from time to time. Any agent involved in the offer or sale of debt securities
will be named, and any commissions payable by us to such agent will be set forth
in the applicable prospectus supplement. Unless otherwise indicated in the
applicable prospectus supplement, any such agent will act on a best efforts
basis for the period of its appointment.
If so indicated in a prospectus supplement with respect to debt securities,
we will authorize agents, underwriters or dealers to solicit offers by certain
institutions to purchase such debt securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on the date or dates stated in the
prospectus supplement. Each contract will be for an amount not less than, and
the aggregate principal amount of the debt securities sold pursuant to the
contracts shall be not less nor more than, the respective amounts stated in the
prospectus supplement. Institutions with whom the contracts, when authorized,
may be made include commercial and savings banks, insurance companies, pension
funds,
16
<PAGE>
investment companies, educational and charitable institutions, and other
institutions, but will in all cases be subject to our approval. The contracts
will not be subject to any conditions except:
(1) the purchase by an institution of the debt securities covered by its
contract shall not at the time of delivery be prohibited under the laws of
any jurisdiction in the United States to which such institution is subject,
and
(2) if the debt securities are being sold to underwriters, we shall have
sold to such underwriters the total principal amount of the debt securities
less the principal amount thereof covered by the contracts.
The underwriters will not have any responsibility in respect of the
validity or performance of the contracts.
If dealers are utilized in the sale of any debt securities, we will sell
such debt securities to the dealers, as principal. Any dealer may then resell
such debt securities to the public at varying prices to be determined by such
dealer at the time of resale. The name of any dealer and the terms of the
transaction will be set forth in the prospectus supplement with respect to such
debt securities being offered thereby.
It has not been determined whether any series of debt securities will be
listed on a securities exchange. Underwriters will not be obligated to make a
market in any series of debt securities. We cannot predict the level of trading
activity in, or the liquidity of, any series of debt securities.
Any underwriters, dealers or agents participating in the distribution of
debt securities may be deemed to be underwriters, and any discounts or
commissions received by them on the sale or resale of debt securities may be
deemed to be underwriting discounts and commissions under the Securities Act of
1933. Agents and underwriters may be entitled under agreements entered into with
us to indemnification by us against certain liabilities, including liabilities
under the Securities Act of 1933, or to contribution with respect to payments
that the agents or underwriters may be required to make in respect thereof.
Agents and underwriters may be customers of, engaged in transactions with, or
perform services for, us or our affiliates in the ordinary course of business.
LEGAL MATTERS
Certain legal matters with respect to the validity of the issuance of the
debt securities will be passed upon for us by Cahill Gordon & Reindel, a
partnership including a professional corporation, New York, New York.
EXPERTS
Our financial statements incorporated by reference in this prospectus and
elsewhere in the Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
17
<PAGE>
<TABLE>
<CAPTION>
======================================================= ================================================
<S> <C>
No one, including any salesman or broker, is
authorized to provide oral or written information
about this offering that is not included in this
prospectus, including any prospectus supplement. If
information not included in this prospectus, including Sequa Corporation
any prospectus supplement, is supplied, you should not
rely upon it as having been authorized. This
prospectus is not an offer to sell debt securities and
it is not soliciting an offer to buy debt securities $500,000,000
in any state where the offer or sale is not
permitted. Information contained or incorporated by Debt Securities
reference in this prospectus may change. Therefore,
you should not assume that this information is correct
as of any time subsequent to the date of this
prospectus.
----------
____________________ PROSPECTUS
----------
TABLE OF CONTENTS
Page
Risk Factors................................ 1
Incorporation of Certain Documents
by Reference.............................. 4
Our Company................................. 5
Use of Proceeds............................. 6
Ratio of Earnings to Fixed Charges.......... 7
Description of Debt Securities.............. 7
Book-Entry.................................. 14 , 1999
Plan of Distribution........................ 16
Legal Matters............................... 17
Experts..................................... 17
======================================================= ================================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
An estimate of expenses, other than underwriting discount, follows:
Securities and Exchange Commission registration fee..... $139,000
Trustee's fees and expenses............................. 10,000
Printing................................................ 40,000
Legal fees and expenses ................................ 45,000
Accountants' fees and expenses.......................... 50,000
Rating agencies fees.................................... 325,000
Miscellaneous expenses.................................. 12,500
---------
Total ............................... $621,500*
=========
- -----------------
* All expenses, except the Securities and Exchange Commission registration
fee, are estimated.
Item 15. Indemnification of Directors and Officers.
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(iv) for any transaction from which the director derived an improper personal
benefit. The Company's Restated Certificate of Incorporation contains provision
permitted by Section 102(b)(7) of the DGCL.
Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such director, officer, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interest and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjusted to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred.
<PAGE>
The Company's Restated Certificate of Incorporation and By-laws provide for
the indemnification of directors and officers of the Company to the fullest
extent permitted by the DGCL.
The Company provides liability insurance for each director and officer for
certain losses arising from claims or charges made against them while acting in
their capacities as directors or officers of the Company.
The Standard Purchase Agreement filed as Exhibit 1 to the Registration
Statement includes provisions requiring underwriters to indemnify the Company as
well as its directors and officers who signed this Registration Statement, as
well as its controlling persons, against certain civil liabilities, including
liabilities under the Securities Act of 1933, in certain circumstances.
Item 16. Exhibits.
The Exhibits to this Registration Statement are listed in the Exhibit Index
on Pages E-1 and E-2 of this Registration Statement, which Index is incorporated
herein by reference.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment that contains a
form of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE>
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Sequa
Corporation, the Registrant, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment No. 2 to this Registration Statement to be signed on its behalf
by the undersigned, thereunder duly authorized, in the City of New York, New
York on the 11th day of January, 1999.
SEQUA CORPORATION
(Registrant)
By: /s/ Norman E. Alexander
--------------------------------------
Norman E. Alexander
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to this registration statement has been signed below by the following
persons, in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman of the Board and Chief
/s/ Norman E. Alexander Executive Officer January 11, 1999
- -----------------------------------------
Norman E. Alexander
President, Chief Operating
/s/ John J. Quicke* Officer and Director January 11, 1999
- -----------------------------------------
John J. Quicke
Senior Executive Vice
/s/ Stuart Z. Krinsly* President, General Counsel and January 11, 1999
- -----------------------------------------
Stuart Z. Krinsly Director
Executive Vice President and
/s/ Gerald S. Gutterman* Chief Financial Officer January 11, 1999
- -----------------------------------------
Gerald S. Gutterman
Vice President and Controller
/s/ William P. Ksiazek* (Chief Accounting Officer) January 11, 1999
- -----------------------------------------
William P. Ksiazek
/s/ Leon D. Black* Director January 11, 1999
- -----------------------------------------
Leon D. Black
/s/ Alvin Dworman* Director January 11, 1999
- -----------------------------------------
Alvin Dworman
II-4
<PAGE>
/s/ David S. Gottesman* Director January 11, 1999
- -----------------------------------------
David S. Gottesman
/s/ Donald D. Kummerfeld* Director January 11, 1999
- -----------------------------------------
Donald D. Kummerfeld
/s/ Richard S. LeFrak* Director January 11, 1999
- -----------------------------------------
Richard S. LeFrak
/s/ Michael I. Sovern* Director January 11, 1999
- -----------------------------------------
Michael I. Sovern
/s/ Fred R. Sullivan* Director January 11, 1999
- -----------------------------------------
Fred R. Sullivan
/s/ Gerald Tsai, Jr.* Director January 11, 1999
- -----------------------------------------
Gerald Tsai, Jr.
*By:
/s/ Norman E. Alexander January 11, 1999
- -----------------------------------------
Norman E. Alexander
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
1 -- Standard Purchase Agreement*
4(a) -- Form of Indenture for Debt Securities*
4(b) -- Form of Securities Resolution*
5 -- Opinion of Cahill Gordon & Reindel*
12 -- Computation of Ratio of Earnings to Fixed Charges*
23(a) -- Consent of Cahill Gordon & Reindel (contained in Exhibit 5)*
23(b) -- Consent of Arthur Andersen LLP
24 -- Power of Attorney (set forth on the signature page of this
Registration Statement)*
25 -- Statement of Eligibility of Trustee regarding Form of Indenture
of Debt Securities*
- ----------
* Previously filed.
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Amendment No. 2 to the Form S-3 Registration Statement and
related Prospectus of Sequa Corporation regarding the registration of $500.0
million of Debt Securities of our reports dated February 23, 1998 incorporated
by reference in Sequa Corporation's Form 10-K for the year ended December 31,
1997, and to all references to our Firm included in this Registration Statement
and related Prospectus.
ARTHUR ANDERSEN LLP
New York, New York
January 8, 1999
