-----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, IgX7iixu9GGwEehp3f/4Qbq6LDCE7nHP73DoBhE+Zj2TbyYwTGCCK5RVEIgPhz6S QPi+4wmrqSgKx1BaAHcNoA== 0000950162-99-000588.txt : 19990624 0000950162-99-000588.hdr.sgml : 19990624 ACCESSION NUMBER: 0000950162-99-000588 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990528 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/A SEC ACT: SEC FILE NUMBER: 005-36045 FILM NUMBER: 99636919 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/A 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/A 1 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------------------- 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). Page 1 of 4 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 Page 2 of 4 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. Page 3 of 4 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 Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----