-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GEWoUCamyBngQrytmcgh5za0bY1EhgVVPKKPn31L0NaJpZKF+IWFiaQvkuQtv7ja gH8sXs+U9Cgk5SI5e2XAPg== 0000950162-98-000672.txt : 19980601 0000950162-98-000672.hdr.sgml : 19980601 ACCESSION NUMBER: 0000950162-98-000672 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980529 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MATERIAL SCIENCES CORP CENTRAL INDEX KEY: 0000755003 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 952673173 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-36045 FILM NUMBER: 98634490 BUSINESS ADDRESS: STREET 1: 2300 E PRATT BLVD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 8474398270 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUA CORP /DE/ CENTRAL INDEX KEY: 0000095301 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 131885030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2129865500 FORMER COMPANY: FORMER CONFORMED NAME: SUN CHEMICAL CORP DATE OF NAME CHANGE: 19870521 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL PRINTING INK CORP DATE OF NAME CHANGE: 19710510 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 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 20, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [___]. *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). Page 1 of 8 Pages SCHEDULE 13D CUSIP No. 576674105 Page 2 of 8 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Sequa Corporation I. D. No. 13-1885030 2 CHECK THE APPROXIMATE 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 7 SOLE VOTING POWER NUMBER 1,350,000 OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED None BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,350,000 WITH 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,350,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [___] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.76% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 8 Pages Item 1. Security and Issuer. This Schedule 13D relates to the common stock, par value $.02 per share (the "Common Stock"), of Material Sciences Corporation, a Delaware corporation (the "Company"), whose principal executive offices are located at 2200 East Pratt Boulevard, Elk Grove Village, Illinois 60007. Item 2. Identity and Background. This statement is being filed on behalf of Sequa Corporation, a Delaware corporation with principal business and executive offices at 200 Park Avenue, New York, New York 10166 ("Sequa"). Sequa Corporation is a diversified industrial company with operations in four major segments: aerospace, machinery and metal coatings, specialty chemicals and other products. Sequa is controlled by Norman E. Alexander, its Chairman and Chief Executive Officer, individually and through corporations and trusts wholly owned and controlled by him. Mr. Alexander owns approximately 33% of Sequa's Class A Common Stock and approximately 58% of its Class B Common Stock, which represents approximately 53% of Sequa's aggregate voting power. Reference is made to Amendment No. 1 (Class A Common Stock) to Schedule 13D filed with the Securities and Exchange Commission on June 3, 1996 and Amendment No. 3 (Class B Common Stock) to Schedule 13D filed on March 19, 1996 for additional information with respect to Mr. Alexander's ownership of Sequa Class A Common Stock and Class B Common Stock. The name, business address, present principal occupation or employment and the organization in which such occupation or employment is conducted for Mr. Alexander, each other executive officer and director of Sequa, and, to the extent applicable, the corporations and trusts controlled by Mr. Alexander that are referred to above, are set forth on Schedule 1 attached hereto and incorporated herein by reference for all such purposes. All individuals are citizens of the United States. Neither Sequa, nor, to the best knowledge of Sequa, any of the persons or corporations listed on Schedule 1 attached hereto, has during the last five years: (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 violations 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. The funds used in making the purchase described in Item 5 were working capital of Sequa Corporation. The amount used was $13,766,000. Sequa's working capital is provided by internally generated funds, supplemented by borrowings pursuant to Sequa's $150 million Credit Agreement with The Chase Manhattan Bank and certain other institutional lenders. Funds borrowed under that agreement bear interest at rates based upon Page 3 of 8 Pages various money market indices (currently LIBOR plus 1%). The facility terminates in October 2002. Item 4. Purpose of Transaction. Sequa believes that a combination of its Precoat Metals division with the Company is likely to strengthen the respective businesses of the companies. Sequa acquired Common Stock of the Company to facilitate the exploration of a possible combination with the Company, whether by joint venture or other combination with, or acquisition of, the Company or one or more of its businesses. Sequa intends to seek to meet or otherwise communicate with the Company with a view to exploring various possible such transactions. At present, Sequa does not possess sufficient information about the Company's businesses to determine definitively the benefits of any such transactions. Depending on market prices for the Common Stock, the Company's and Sequa's businesses and market and other conditions, Sequa may buy additional Common Stock. Other than as set forth above, Sequa has no present plans or proposals which relate to or would result in any of the actions set forth in clauses (b) through (j) of Item 4; however, Sequa reserves the right to determine in the future to take or cause to be taken such action with respect to the Company and/or its businesses as it may deem appropriate or desirable. Item 5. Interests in Securities of the Issuer. (a) Sequa beneficially owns 1,350,000 shares of the Common Stock, representing approximately 8.76% of the outstanding shares thereof, as reported by the Company in its Report on Form 10-K for the fiscal year ended February 28, 1998. To the best of Sequa's knowledge, no other person named in Item 2 above beneficially owns any of the Company's Common Stock. (b) Sequa has the sole right to vote and dispose of all such shares. (c) During the 60 days prior to the date hereof, Sequa has effected the following purchases of the Common Stock: Date Number of Shares Price Per Share ---- ---------------- --------------- April 30, 1998 190,000 $10.3384 May 1, 1998 30,700 $10.545 May 4, 1998 10,000 $10.67 May 6, 1998 9,500 $10.67 May 19, 1998 434,800 $10.1959 May 20, 1998 400,600 $10.045 May 27, 1998 157,300 $10.2325 May 29, 1998 117,100 $10.2744 Page 4 of 8 Pages All such transactions were made on the New York Stock Exchange. Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. None. Page 5 of 8 Pages SIGNATURES The undersigned certifies that, after reasonable inquiry and to the best of its knowledge and belief, the information set forth in the Schedule 13D 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 29, 1998 Page 6 of 8 Pages Schedule 1 The name and principal position with Sequa of each executive officer is set forth in the following table. The business address of each executive officer is 200 Park Avenue, New York, New York 10166, except for Mr. Weinstein's which is 4430 Director Drive, San Antonio, Texas 78219. Name Position Norman E. Alexander Chairman of the Board & Chief Executive Officer and Director John J. Quicke President and Chief Operating Officer and Director Stuart Z. Krinsly Senior Executive Vice President & General Counsel and Director Gerald S. Gutterman Executive Vice President, Finance & Administration Martin Weinstein Senior Vice President, Chromalloy Gas Turbine Operations The name, business address and principal employment and employer of each director of Sequa (other than Messrs. Alexander, Quicke and Krinsly) are set forth in the following table: Name and Business Address Principal Employment and Employer Leon Black Principal, Apollo Management, L.P. 1301 Avenue of the Americas New York, NY 10019 Alvin Dworman Chairman, ADCO Group 645 Fifth Avenue New York, NY 10022 David S. Gottesman Managing Partner, First Manhattan Co. 437 Madison Avenue New York, NY 10022 Donald D. Kummerfeld President, Magazine Publishers of America 919 Third Avenue New York, NY 10022 Richard S. LeFrak President, LeFrak Organization, Inc. 97-77 Queens Boulevard Rego Park, NY 11374 Page 7 of 8 Pages Michael I. Sovern Chancellor Kent Professor of Law and President 435 West 116th Street Emeritus, Columbia University New York, NY 10027 Fred R. Sullivan Chairman of the Board and Chief Executive 340 Main Street Officer, Richton International Corporation Madison, NJ 07940 Gerald Tsai, Jr. Private Investor 200 Park Avenue, Suite 4501 New York, NY 10166 The name and business address and state of organization of each corporation owned by Mr. Alexander through which, together with his individual holdings, he controls Sequa, are listed below: Name and Business Address State of Incorporation 42 New Street, Inc. New York 42 New Street New York, NY 10004 Forfed Corporation Delaware 660 White Plains Road Tarrytown, NY 10591 Fifty Broad Street, Inc. New York 50 Broad Street New York, NY 10004 Youandi Corporation New York 133/135 East 61st Street New York, NY 10021 Galleon Syndication Corporation New York c/o Eastgate Management 44 Wall Street New York, NY 10004 Mr. Alexander also holds certain shares of Sequa stock in two trusts established under the laws of the State of New York, in 1996 and 1997, respectively, of which he, his wife and his estate and/or issue are beneficiaries. The business address of the trusts is 200 Park Avenue, New York, New York 10166. Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----