As filed with the Securities and Exchange Commission on July 30, 1999
Registration No. 333-66035
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. |X| 333-66035
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
================================================================================
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form S-3
(No. 333-66035) of Sequa Corporation ("the Registration Statement") is being
filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, for
the sole purpose of amending Item 16, Exhibit 5, previously filed with the
Registration Statement and, accordingly, shall become effective upon filing with
the Securities and Exchange Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
The Exhibits to this Registration Statement are listed in the Exhibit Index
on Pages E-1 of this Registration Statement, which Index is incorporated herein
by reference.
<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 Post-Effective Amendment No. 1 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 30th day of July, 1999.
SEQUA CORPORATION
(Registrant)
By: /s/ Stuart Z. Krinsly
---------------------------------------
Name: Stuart Z. Krinsly
Title: Senior Executive Vice President,
General Counsel and Director
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 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 July 30, 1999
- -----------------------------------------
Norman E. Alexander
President, Chief Operating
/s/ John J. Quicke* Officer and Director July 30, 1999
- -----------------------------------------
John J. Quicke
Senior Executive Vice
/s/ Stuart Z. Krinsly President, General Counsel and July 30, 1999
- ----------------------------------------- Director
Stuart Z. Krinsly
Vice President and Controller
/s/ William P. Ksiazek* (Acting Principal Financial July 30, 1999
- ----------------------------------------- Officer and Principal
William P. Ksiazek Accounting Officer)
/s/ Leon D. Black* Director July 30, 1999
- -----------------------------------------
Leon D. Black
/s/ Alvin Dworman* Director July 30, 1999
- -----------------------------------------
Alvin Dworman
/s/ David S. Gottesman* Director July 30, 1999
- -----------------------------------------
David S. Gottesman
II-2
<PAGE>
/s/ Donald D. Kummerfeld* Director July 30, 1999
- -----------------------------------------
Donald D. Kummerfeld
/s/ Richard S. LeFrak* Director July 30, 1999
- -----------------------------------------
Richard S. LeFrak
/s/ Michael I. Sovern* Director July 30, 1999
- -----------------------------------------
Michael I. Sovern
/s/ Fred R. Sullivan* Director July 30, 1999
- -----------------------------------------
Fred R. Sullivan
/s/ Gerald Tsai, Jr.* Director July 30, 1999
- -----------------------------------------
Gerald Tsai, Jr.
*By:
/s/ Stuart Z. Krinsly July 30, 1999
- -----------------------------------------
Stuart Z. Krinsly
Attorney-in-Fact
</TABLE>
II-3
<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.
E-1
Exhibit 5
July 30, 1999
Sequa Corporation
200 Park Avenue
New York, New York 10166
Dear Ladies and Gentlemen:
We have acted as special counsel to Sequa Corporation, a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-3 (File No. 333-66035) under the Securities Act of 1933, as
amended, which was declared effective on January 22, 1999 (the "Registration
Statement"), pursuant to which the Company has issued and sold $500,000,000
aggregate principal amount of 9% Senior Notes due 2009 (the "Debt Securities"),
to which Registration Statement this opinion shall be filed as an exhibit
(capitalized terms used herein without definition have the meanings given such
terms in the Registration Statement).
We have examined (i) the Restated Certificate of Incorporation, as amended,
and the Restated and Amended Bylaws of the Company, (ii) the originals, or
copies certified or otherwise identified, of corporate records of the Company,
including minute books of the Company, resolutions, certificates of public
officials and of representatives of the Company, (iii) the Registration
Statement and schedules and exhibits thereto and (iv) such other documents and
instruments that we have deemed necessary for the opinions hereinafter
expressed.
Based upon the foregoing, we advise you that, in our opinion:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware.
2. The Debt Securities have been issued under an Indenture (hereinafter
called the "Indenture") supplemented by a Securities Resolution (as defined in
the Indenture) establishing the terms of the Debt Securities (forms of which are
filed as exhibits to the Registration Statement).
3. The Debt Securities have been duly authorized and, when authenticated by
the Trustee in accordance with the provisions of the Indenture, will be duly
issued and will constitute the legal, valid and binding obligations of the
Company entitled to the benefits provided by the Indenture, except that
enforceability of the Debt Securities may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity
and the discretion of the court before which any proceedings therefor may be
brought.
<PAGE>
We hereby consent to the filing of a copy of this opinion as an Exhibit to
said Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Registration Statement and related Prospectus.
Very truly yours,
/s/ CAHILL GORDON & REINDEL
----------------------------------
CAHILL GORDON & REINDEL
