-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, syEMEOah4Iedy6lTc8H4QH9CNzhN7P+zGiTRyAkO1ZTjRVX0z+ZNpTi9jDqIFeCU JTVLBC5/7uBTj8Xw+P3zng== 0000909518-94-000045.txt : 19940324 0000909518-94-000045.hdr.sgml : 19940324 ACCESSION NUMBER: 0000909518-94-000045 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940323 SROS: NYSE GROUP MEMBERS: CITIBANK, NA GROUP MEMBERS: CITICORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDERS INC CENTRAL INDEX KEY: 0000003499 STANDARD INDUSTRIAL CLASSIFICATION: 6512 IRS NUMBER: 510100517 STATE OF INCORPORATION: DE FISCAL YEAR END: 0726 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-12372 FILM NUMBER: 94517322 BUSINESS ADDRESS: STREET 1: 31 WEST 34TH ST CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2125602121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITICORP CENTRAL INDEX KEY: 0000020405 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 132614988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10043- BUSINESS PHONE: 212-559-6754 MAIL ADDRESS: STREET 1: 425 PARK AVE- 2ND F STREET 2: ATTN: LEGAL AFFAIRS OFFICE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL CITY CORP DATE OF NAME CHANGE: 19740414 FORMER COMPANY: FORMER CONFORMED NAME: CITY BANK OF NEW YORK NATIONAL ASSOCIATI DATE OF NAME CHANGE: 19680903 SC 13D/A 1 13D AMENDMENT NO. 3 RE ALEXANDERS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 ------------- (Amendment No. 3) Alexander's, Inc. - -------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 01475210 - ----------------------------------- ----------------------------------- (Title of class of securities) (CUSIP number) Ronald F. Daitz, Esq. Weil, Gotshal & Manges 767 Fifth Avenue New York, New York 10153 (212) 310-8000 - -------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) March 21, 1994 - -------------------------------------------------------------------------- (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 [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: When filing this statement in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following page(s)) CUSIP No. 01475210 13D Page of 1 NAME OF REPORTING PERSON: Citibank, N.A. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS: 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): N/A 6 CITIZENSHIP OR PLACE OF United States of America ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 1,353,4681 SHARES BENEFICIALLY 8 SHARED VOTING POWER: -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 1,353,4681 REPORTING PERSON WITH 10 SHARED DISPOSITIVE -0- POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 1,353,468 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.1% 14 TYPE OF REPORTING PERSON: BK CUSIP No. 01475210 13D Page of 1 NAME OF REPORTING PERSON: Citicorp S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): N/A 6 CITIZENSHIP OR PLACE OF Delaware ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 1,353,4681 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE 1,353,4681 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 1,353,4681 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.1% 14 TYPE OF REPORTING PERSON: CO Note ---- 1. Citicorp, by virtue of its direct ownership of all of the outstanding capital stock of Citibank, N.A., may be deemed, for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), to beneficially own (and to share the power to vote and to direct the disposition of) the 1,353,468 shares of common stock of Alexander's, Inc. owned by Citibank, N.A. NYFS11...:\88\35888\0410\2396\NOT31094.V3A Item 1. Security and Issuer ------------------- This Statement relates to the common stock ("Common Stock") par value $1.00 per share, of Alexander's, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 500 Seventh Avenue, New York, New York 10018. Item 2. Identity and Background ----------------------- (a) - (c), (f) This Statement is being filed by Citicorp ("Citicorp"), a Delaware corporation and Citibank, N.A. ("Citibank"), a national banking association organized under the National Bank Act of the United States of America. Citicorp is a multi-bank holding company principally engaged, through its subsidiaries, in the general banking business. Citibank is principally engaged in the general banking business. Citibank is a wholly-owned subsidiary of Citicorp. The names, business addresses, principal occupations and citizenship of the executive officers, directors and controlling persons of Citicorp and Citibank are set forth on Schedule A attached hereto. (d), (e) During the last five years, none of Citicorp, Citibank, or any of their respective officers, directors or controlling persons, has (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 viola- tions 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. ------------------------------------------------- Pursuant to the terms of an Amended and Restated Amendment, dated as of March 18, 1992 (the "Amendment"), amending an Amendment, dated as of July 31, 1991 to an Amended and Restated Loan Agreement, dated as of October 26, 1987 (as amended by letter amendments dated October 26, 1988, October 26, 1989 and April 26, 1990 and a Consolidation and Amendment to an Amended and Restated Loan Agreement dated August 8, 1990) by and between The Trump-Alexander's Company, a New York general partnership ("Trump-Alexander's") and Citibank, as agreed to by Donald J. Trump, Trump-Alexander's delivered to Citibank a promissory note NYFS11...:\88\35888\0410\2396\NOT31094.V3A in principal amount of $71,205,000 (which included $2,500,000 of capitalized interest as of August 8, 1990) plus accrued and unpaid interest to the date of the transfer of the Shares referred to below (the "Note"). The Note provided that, upon demand by Citibank for payment or on June 30, 1995, Trump-Alexander's would transfer to Citibank, good and valid title to 1,353,468 shares of Common Stock of the Issuer (together with any and all distributions thereon or securities or other property in exchange therefor, in either case receivable after March 18, 1992) (the "Shares"), in exchange for Citibank's agreement to forbear, except upon the occurrence of a Forbearance Termination Date (as defined in the Guarantor Agreement and Consent entered into by Citibank and Donald J. Trump) from seeking any deficiency against Donald J. Trump personally. On April 16, 1992, Trump-Alexander's transferred the Shares to Citibank pursuant to Citibank's previous demand. Item 4. Purpose of Transaction ---------------------- The Amendment was entered into as a result of a restructuring of finances by Donald J. Trump. The purpose of the transaction was to maximize Citibank's recovery on its loan to Trump- Alexander's. (a) Citibank continues to analyze the various financial alternatives that may be available to it with respect to realizing on the Shares. Citibank may sell all or from time to time any part of the Shares in the open market and/or privately negotiated transactions. Citibank is also considering providing financing to the Issuer to fund the Issuer's plan of reorganization and ongoing working capital needs, which financing would be on a secured basis. (b)-(j) Neither Citibank nor Citicorp has any present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (b) through (j) of Item 4 of Schedule 13D. Citibank reserves the right to participate in discussion looking toward an extraordinary corporate transaction by the Issuer with a third party, such as a merger, joint venture or sale of assets. On April 16, 1992, Peter T. Baumann, a Vice President of Citibank, Wendy Silverstein, a Vice President of Citibank, and Patricia Goldstein, a Vice President of Citibank, were elected as directors of the Issuer. Item 5. Interest in Securities of the Issuer ------------------------------------ (a) The Shares represent 27.1% of the Issuer's issued and outstanding shares of Common Stock, based on 5,000,850 issued NYFS11...:\88\35888\0410\2396\NOT31094.V3A and outstanding shares (as indicated in the Issuer's 10-Q dated November 24, 1993). Citicorp, by virtue of its direct ownership of all of the outstanding capital stock of Citibank may be deemed, for purposes of Rule 13d-3 of the Act, to beneficially own the Shares. (b) Citibank has the sole power to vote or to direct the voting of, and the sole power to dispose of or to direct the disposition of the Shares. Citicorp by virtue of its direct ownership of all of the outstanding capital stock of Citibank may be deemed for purposes of Rule 13d-3 of the Act, to beneficially own the Shares. (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships -------------------------------------------------------- with Respect to Securities of the Issuer. ---------------------------------------- Paragraph (a) of Item 4 hereof is incorporated by reference into this Item 6. NYFS11...:\88\35888\0410\2396\NOT31094.V3A Item 7. Material to be Filed as Exhibits -------------------------------- 1. Joint Filing Agreement, dated March 27, 1992, by and between Citicorp and Citibank. 2. Power of Attorney from Citicorp to Citibank, dated April 16, 1992. NYFS11...:\88\35888\0410\2396\NOT31094.V3A SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 21, 1994 CITIBANK, N.A. By:/s/ Wendy A. Silverstein ------------------------------------- Name: Wendy A. Silverstein Title: Vice President Dated: March 21, 1994 CITICORP By:/s/ Wendy A. Silverstein ------------------------------------- As Attorney-In-Fact Name: Wendy A. Silverstein Title: Vice President NYFS11...:\88\35888\0410\2396\NOT31094.V3A EXHIBIT INDEX Page in Sequentially Exhibit No. Description Numbered Copy ----------- ----------- ------------- 1 Joint Filing (1) Agreement, dated March 27, 1992, by and between Citicorp and Citibank 2 Power of Attorney (2) from Citicorp to Citibank, dated April 16, 1992 ------------------------- (1) Filed in original Schedule 13D, dated March 27, 1992. (2) Filed in Amendment No. 2 to the Schedule 13D, dated April 16, 1992. NYFS11...:\88\35888\0410\2396\NOT31094.V3A SCHEDULE A CITICORP 399 Park Avenue New York, New York 10043 CITIBANK, N.A. 399 Park Avenue New York, New York 10043 The names of the directors and the names and titles of the executive officers of Citicorp and Citibank, N.A. and their business addresses and present principal occupations are set forth below. If no address is given, the director's or officer's business address is 399 Park Avenue, New York, New York 10043. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to such individual's position with Citicorp and Citibank, N.A. and each individual is a citizen of the United States of America. Name, Business Address and Citizenship Present Principal Occupation ---------------------- ---------------------------- D. Wayne Calloway Director*, Chairman and Chief 700 Anderson Hill Road Executive Officer of PepsiCo, Inc. Purchase, New York 10577 Colby H. Chandler Director*, Retired Pei-yuan Chia Director*, Senior Executive Vice President, Global Consumer and Private Bank Paul J. Collins Director, Vice Chairman Kenneth T. Derr Director*, Chairman and Chief 225 Bush Street Executive Officer of Chevron San Francisco, California Corporation 94104 Lawrence E. Fouraker Director*, Professor Emeritus Soldiers Field Graduate School of Business Boston, Massachusetts Administration, Harvard University 02167 ____________________ * Citicorp Director only. NYFS11...:\88\35888\0410\2396\NOT31094.V3A H.J. Haynes Director, Senior Counselor, 50 Beale Street Bechtel Group, Inc. San Francisco, California 94105 John S. Reed Director, Chairman William R. Rhodes Director, Vice Chairman Rozanne L. Ridgway Director*, President of The 1616 H Street, N.W. Atlantic Council of the United 3rd Floor States Washington, D.C. 20006 H. Onno Ruding Director*, Vice Chairman (Dutch citizen) Donald V. Seibert Director, Retired Frank A. Shrontz Director*, Chairman and Chief P.O. Box 3707 Executive Officer of The Boeing Mail Stop 10-21 Company Seattle, Washington 98124-2207 Mario H. Simonsen Director*, Vice Chairman of Praia de Borafogo, 18 190 Brazilian Institute of Economics Rio de Janeiro, RI, Brazil The Getulio Vargas Foundation (Brazilian citizen) Roger B. Smith Director*, Retired Christopher J. Steffen Director*, Senior Executive Vice President Citicorp Franklin A. Thomas Director, President of The Ford 320 East 43rd Street Foundation 10th Floor New York, New York 10017 Edgar S. Woolard, Jr. Director*, Chairman and Chief 1007 Market Street Executive Officer of E.I. dupont de Wilmington, Delaware 19898 Nemours & Company ____________________ * Citicorp Director only. NYFS11...:\88\35888\0410\2396\NOT31094.V3A Shaukat Aziz Executive Vice President, East Citibank House Europe/Middle East/Africa P.O. Box 78, 336 Strand, London WC2R 1HB (Pakistani citizen) James L. Bailey Executive Vice President, North America Consumer Ernst W. Brutsche Executive Vice President, European Citibank House Corporate P.O. Box 78, 336 Strand, London WC2R 1HB (German citizen) Arthur M. de Graffenried Chairman, Restructuring Committee, Cross-Border David E. Gibson Executive Vice President, Private Bank Guenther E. Greiner Executive Vice President, World (German citizen) Corporation Group Thomas E. Jones Executive Vice President (British citizen) Charles E. Long Executive Vice President; Secretary Alan S. MacDonald Executive Vice President, North America Corporate Dionisio R. Martin Executive Vice President, 101 Thompson Road Asia/Pacific Corporate United Square #25-01 Singapore (Argentine citizen) Robert H. Martinsen Chairman, Credit Policy Committee Robert A. McCormack Executive Vice President, Real 599 Lexington Avenue Estate New York, New York 10043 _____________________ * Citicorp Director only. NYFS11...:\88\35888\0410\2396\NOT31094.V3A Victor J. Menezes Executive Vice President, European Avenue de Tervoren Consumer 249, B-1150 Brussels (Indian citizen) John J. Roche Executive Vice President, Legal Affairs Hubertus Rukavina Executive Vice President Gurvirendra Talwar Executive Vice President, 5 Shenton Way, 24th Floor, Asia/Pacific Consumer UIC Building Singapore 0106 (Indian citizen) Alan J. Weber Executive Vice President, Financial Institutions and Transaction Services Masamoto Yashiro Executive Vice President, Japan A.I.U. Building - 13th Corporate/Consumer Floor 1-1-3 Marimouchi, Chiyoda-Ku Tokyo 100 Japan (Japanese citizen) Ronald X. Zettel Executive Vice President, Latin CAXIA POSTA 770-ZC00 America Consumer Rio de Janeiro 20044, Brazil NYFS11...:\88\35888\0410\2396\NOT31094.V3A -----END PRIVACY-ENHANCED MESSAGE-----