SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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 26, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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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CUSIP No. 576674105
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Sequa Corporation
I. D. No. 13-1885030
2. CHECK THE APPROPRIATE 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
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY 732,800
EACH REPORTING PERSON
WITH 8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
732,800
10. SHARED DISPOSTIVE POWER
None
11. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
732,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.71%
14. TYPE OF REPORTING PERSON
CO
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Item 5. Interests in Securities of the Issuer.
Item 5 to the Schedule 13D Statement is hereby amended by adding the
following:
(a) Sequa beneficially owns 732,800 shares of the Common Stock,
representing approximately 4.71% of the outstanding shares thereof (based upon
the number of outstanding shares of Common Stock on April 23, 1999, as reported
by the Company on Schedule 14A filed with the Securities and Exchange Commission
on May 13, 1999).
(c) During the 60 days prior to the date hereof, Sequa has effected the
following sales of the Common Stock:
Date Number of Shares Price Per Share
April 27, 1999 90,000 $11.2500
April 28, 1999 40,000 $11.2500
May 26, 1999 479,900 $11.2500
May 27, 1999 7,300 $11.2697
All such transactions were made on the New York Stock Exchange.
(e) On May 26, 1999, Sequa ceased to be the beneficial owner of more than
five percent of the outstanding Common Stock.
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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 this statement 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 28, 1999
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