Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 23, 2024

The L.S. Starrett Company^†

(Exact name of registrant as specified in its charter)

Massachusetts	1-367	04-1866480
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

121 Crescent Street, Athol, MA 01331

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (978) 249-3551

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Class A Common - $1.00 Per Share Par Value	SCX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

† In connection with the completion of the transactions to which this Current Report on Form 8-K relates, the registrant’s stock ceased trading on the New York Stock Exchange.

Introductory Note.

As previously disclosed, on March 8, 2024, The L.S. Starrett Company, a Massachusetts corporation (the “Company” or “Starrett”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Uhu Inc., a Delaware corporation (“Parent”) and an affiliate of MiddleGround Capital, and Unicornfish Corp., a Massachusetts corporation and wholly owned subsidiary of Parent (“Merger Sub”). On May 23, 2024, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of Parent (the “Surviving Corporation”).

Item 1.02 Termination of a Material Definitive Agreement.

Credit Agreement

In connection with the consummation of the Merger, on May 23, 2024, the Company repaid in full the obligations then owed under the Credit Agreement (the “Credit Agreement”), dated as of April 29, 2022, by and among the Company, Tru-Stone Technologies, Inc., Starrett Kinemetric Engineering, Inc. and Starrett Bytewise Development, Inc., the guarantors from time-to-time party thereto, and HSBC Bank USA, National Association, and upon the receipt of such payment by HSBC Bank USA, National Association, all obligations under the Credit Agreement and related collateral documents, other than certain continuing indemnity obligations and other obligations which, by the express terms of the Credit Agreement and related ancillary documents, survive the termination of the Credit Agreement, were terminated and all security interests in the collateral securing the loans were released.

Amendment No. 1 to the Rights Agreement

As previously disclosed, on March 8, 2024, the Company entered into Amendment No. 1 (“Amendment No. 1”) to the Amended and Restated Rights Agreement, dated as of October 30, 2020, between the Company and Computershare Inc. as rights agent (the “Rights Agent”) (the “Rights Agreement”). Amendment No. 1 provided that, as long as the Merger Agreement was not validly terminated, none of the approval, execution, delivery or performance of the Merger Agreement, or the consummation prior to the termination of the Merger Agreement of the Merger or any of the other transactions contemplated by the Merger Agreement, would (i) result in a Shares Acquisition Date, a Distribution Date (each as defined in the Rights Agreement) or in any way permit any Rights (as defined in the Rights Agreement) to be exercised pursuant to the Rights Agreement for consideration or exchanged; (ii) constitute an event set forth in Section 11(a) or Section 13 of the Rights Agreement; (iii) cause any of Parent, Merger Sub or their respective Affiliates or Associates (each as defined in the Rights Agreement) to be deemed to be an Acquiring Person (as defined in the Rights Agreement) for any purpose in the Rights Agreement (it being understood that future actions by any Affiliate or Associate could still result in such Affiliate or Associate being an Acquiring Person for purposes of the Rights Agreement); or (iv) cause any officer, director or employee of Parent, Merger Sub or their respective Affiliates or Associates to be deemed to be, solely by reason of such Person’s (as defined in the Rights Agreement) status or authority as such, the “Beneficial Owner” (as defined in the Rights Agreement) of or to “beneficially own” any securities that are “beneficially owned” (each as defined in the Rights Agreement) by Parent, Merger Sub or their respective Affiliates or Associates, including in a fiduciary capacity.

Pursuant to Amendment No. 1, immediately prior to the effective time of the Merger (the “Effective Time”), and without any further action by the Rights Agent (as defined in the Rights Agreement), the Company, Parent, Merger Sub or any then-current or former holder of Rights (as defined in the Rights Agreement), the Rights Agreement, the Rights, and any right to exercise the Rights provided for under the Rights Agreement terminated, expired and became void and of no further force or effect.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Pursuant to the Merger Agreement, at the Effective Time, each share of Class A Common stock, $1.00 par value per share, of the Company (each, a “Class A Common Share”) and each share of Class B Common stock, $1.00 par value per share, of the Company (each, a “Class B Common Share” and together with the Class A Common Shares, the “Shares”) that was issued and outstanding immediately prior to the Effective Time (other than certain excluded Shares as set forth in the Merger Agreement (such shares, the “Excluded Shares”)) was converted into the right to receive $16.19, payable to the holder thereof in cash, without interest (the “Merger Consideration”), and as of the Effective Time, all such Shares were no longer outstanding and were automatically cancelled.

At or immediately prior to the Effective Time, each award of restricted stock units granted under the Company’s 2012 Long-Term Incentive Plan or the Company’s 2021 Long-Term Incentive Plan (each, a “Company Equity Plan” and, collectively, the “Company Equity Plans”) that was subject to vesting conditions based solely on continued employment or service (each, a “Company RSU”) or was subject to performance-based vesting conditions (each, a “Company PSU” and, together with the Company RSUs, the “Company Equity Awards”) that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, without interest (less applicable tax withholdings), equal to (A) the number of Shares subject to such Company Equity Award immediately prior to the Effective Time (in the case of Company PSUs, assuming full satisfaction of the performance-based vesting conditions at maximum levels) with any remaining service-based vesting requirements deemed fully satisfied, multiplied by (B) the Merger Consideration. Each of the Company Equity Plans was terminated as of the Effective Time.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which was included as Exhibit 2.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on March 11, 2024 and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, the Company notified representatives of the New York Stock Exchange (“NYSE”) that the Merger had been completed and requested that NYSE delist the Class A Common Shares. As a result, shares of Class A Common Shares ceased to trade prior to market open on May 23, 2024, and became eligible for delisting from NYSE and termination of registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has requested that NYSE file with the SEC a Notification of Removal From Listing and Registration on Form 25 to delist the Class A Common Shares from NYSE under Section 12(b) of the Exchange Act on May 23, 2024. After the Form 25 becomes effective, the Surviving Corporation intends to file a Form 15 with the SEC to terminate the registration of Shares under Section 12(g) of the Exchange Act and suspend its reporting obligations with the SEC under Sections 13 and 15(d) of the Exchange Act.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

In connection with the consummation of the Merger, at the Effective Time, holders of Shares (other than Excluded Shares) and Company Equity Awards ceased to have any rights in connection with their holding of such securities (other than their right to receive (a) with respect to Shares, the Merger Consideration, as described in Item 2.01, and (b) with respect to Company Equity Awards, the consideration described in Item 2.01).

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. Parent funded the Merger with a combination of cash on hand and debt and equity financing.

The information set forth in the Introductory Note and the information set forth under Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, effective as of the Effective Time, Douglas A. Starrett, Thomas J. Riordan, Scott W. Sproule, Christopher C. Gahagan, Deborah R. Gordon, and Charles J. Alpuche ceased to be members of the Company’s board of directors or any committee thereof.

In connection with the Merger, effective as of the Effective Time, John Stewart, aged 55, was elected to the Company’s board of directors for an unlimited term. Mr. Stewart is the Founding & Managing Partner of MiddleGround Capital, an affiliate of the Company, and a member of MiddleGround Capital’s Investment Committee. Mr. Stewart has served on the Board of Directors of over 25 businesses across both middle market and Fortune 100 companies. The Company believes that Mr. Stewart’s extensive experience in private equity management qualifies him to serve on the Company’s board of directors.

In connection with the Merger, effective as of the Effective Time, Justin Steil, aged 45, was elected to the Company’s board of directors for an unlimited term. Mr. Steil is a Partner and member of the Investment Committee at MiddleGround Capital, an affiliate of the Company. Prior to joining MiddleGround Capital, Mr. Steil served as a Managing Director on the private capital team of PineBridge Investments and as a Managing Director in the private equity business of Evercore. The Company believes that Mr. Steil’s extensive experience in private equity management qualifies him to serve on the Company’s board of directors.

In connection with the Merger, effective as of the Effective Time, Douglas A. Starrett’s officer title was changed from “Chief Executive Officer and President” to “Chief Executive Officer,” Mr. Stewart was elected as the Company’s President for an unlimited term and Mr. Steil was appointed as the Company’s Vice President and Secretary for an unlimited term.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated articles of organization of the Company and the amended and restated by-laws of the Company, each as in effect immediately prior to the Effective Time, were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1†		Agreement and Plan of Merger, dated as of March 8, 2024, among the Company, Parent and Merger Sub (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on March 11, 2024).
3.1		Second Amended and Restated Articles of Organization of the Company.
3.2		Second Amended and Restated Bylaws of the Company.
4.1		Amendment No. 1 to Amended and Restated Rights Agreement, dated as of March 8, 2024, between the Company and Computershare Inc.
104		Cover Page Interactive Data File, formatted in Inline XBRL.

† Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 23, 2024

	The L.S. Starrett Company

	By:	/s/ John C. Tripp
	Name:	John C. Tripp
	Title:	Chief Financial Officer and Treasurer

Exhibit 3.1

Exhibit 3.2

SECOND AMENDED AND RESTATED BYLAWS

THE L.S. STARRETT COMPANY

(THE “CORPORATION”)

ARTICLE I

STOCKHOLDERS

1.1 Meetings.

1.1.1 Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

1.1.2 Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

1.1.3 Special Meetings. Special meetings of the stockholders may be called at any time by the President or the board of directors, or the holders of a majority of the outstanding shares of stock of the corporation entitled to vote at the meeting.

1.1.4 Adjournment. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

1.1.5 Quorum. Except as otherwise provided by law, the certificate of incorporation or herein, at each meeting of stockholders the presence, in person or by proxy, of the holders of a majority of the voting power of the outstanding shares of stock of the corporation entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time to time until a quorum shall attend.

1.1.6 Voting Rights. Except as otherwise provided herein, in the certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the corporation which is entitled to vote at such meeting. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy.

ARTICLE II

DIRECTORS

2.1 Definitions and Corporate Power and Authority. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of the board of directors, subject to any limitation set forth in the Massachusetts Business Corporation Act (the “MBCA”) or the certificate of incorporation, as the same are now enacted or hereafter amended.

2.2 Qualifications and Number. Directors shall be natural persons who are at least eighteen years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Massachusetts. Subject to the terms and conditions of the certificate of incorporation of the corporation, the board of directors shall consist of one or more members, the number thereof to be determined from to time to time by resolution of the shareholders or the board of directors.

2.3 Election and Term. The board of directors shall initially consist of the persons named as directors in the certificate of incorporation or elected by the incorporator of the corporation, and each director so elected shall hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified, or until their earlier death, resignation or removal. Unless otherwise provided by law or the certificate of incorporation, any newly created directorship or any vacancy occurring in the board of directors for any cause may be filled by a majority of the remaining members of the board of directors, and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor is elected and qualified.

2.4 Meetings.

2.4.1 Place. Meetings of the board of directors shall be held at such place as may be designated by the board of directors or in the notice of the meeting.

2.4.2 Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board of directors may designate. Notice of regular meetings need not be given.

2.4.3 Special Meetings. Special meetings of the board of directors may be called by the President or any two members of the board of directors on 24 hours notice to each director, either personally or by mail (including electronic mail), telegram, telephone or facsimile transmission.

2.4.4 Telephonic Meetings Permitted. Members of the board of directors, or any committee designated by the board of directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

2.4.5 Quorum. At all meetings of the board of directors, a majority of the total number of authorized directors shall constitute a quorum for the transaction of business.

2.4.6 Voting. Except as otherwise provided herein, in the certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors.

2.4.7 Committees. The board of directors may designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board of directors. Unless otherwise provided herein, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Except as otherwise provided herein, in the certificate of incorporation or by law, any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board of directors directing the committee.

2.5 Action Without Meeting. Unless the certificate of incorporation or a provision of these bylaws provides otherwise, any action required or permitted by the MBCA to be taken at any meeting of the board of directors’ may be taken without a meeting, if all members of the board of directors consent thereto in writing or by electronic transmission and any consent may be documented, signed and delivered in any manner permitted by Section 8.21 of the MBCA. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the board or committee in the same paper or electronic form as the minutes are maintained.

ARTICLE III

OFFICERS

3.1 Election. At its first meeting after each annual meeting of the stockholders, the board of directors shall elect a President and such other officers as it deems advisable.

3.2 Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. Except as otherwise provided by the resolution of the board of directors, (i) the President of the corporation, shall have general supervision over the business and operations of the corporation, may perform any act and execute any instrument for the conduct of such business and operations and shall preside at all meetings of the board of directors and stockholders, (ii) the other officers shall have the duties customarily related to their respective offices and (iii) the Chief Financial Officer or other officer as otherwise determined by the board of directors, shall in the absence of the President have the authority and perform the duties of the President. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the board of directors at any regular or special meeting.

ARTICLE IV

INDEMNIFICATION

4.1 Indemnification. The Corporation shall, to the extent legally permissible, indemnify each of its directors and officers (including persons who serve at its request as directors, officers or trustees of another organization or who serve at its request in any capacity with respect to any employee benefit plan) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director or officer, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation or, to the extent that such matter related to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan: provided, however, that as to any matter disposed of by a compromise payment by such director or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification: (a) by a disinterested majority of the directors then in office; or (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation; or (c) by the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by any interested director or officer. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director or officer may be entitled. As used in this Section, the terms "director" and "officer" include their respective heirs, executors and administrators, and an "interested" director or officer is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending. Nothing contained in this Section shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.

4.2 Expenses. Expenses, including but not limited to counsel fees and disbursements, incurred by any director or officer in defending any such action, suit or other proceeding may be paid from time to time by the Corporation in advance of the final disposition of such action, suit or other proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under this section, which undertaking may be accepted without reference to the financial ability of such person to make repayments.

4.3 Advance of Expenses. If in an action, suit or other proceeding brought by or in the name of the Corporation, a director of the Corporation is held not liable for monetary damages whether because that director is relieved of personal liability under the exculpatory provisions of Article 6.1 of the Articles of Organization of the Corporation or otherwise, that director shall be deemed to have met the standard of conduct required for, and consequently shall be entitled to, indemnification for expenses reasonably incurred in the defense of such action, suit or other proceeding.

ARTICLE V

SHARE CERTIFICATES AND TRANSFER

5.1 The board of directors may authorize the issuance of some or all of the shares of any or all of the corporation’s capital stock without issuing certificates to represent such shares.

5.2 Transfers of shares shall be made on the books of the corporation only by the registered holder or by duly authorized attorney.

ARTICLE VI
AMENDMENTS

6.1 These bylaws may be amended or repealed at any regular or special meeting of the board of directors by vote of a majority of the total number of authorized directors or at any annual or special meeting of stockholders by vote of holders of a majority of the voting power the outstanding shares of capital stock entitled to vote thereon.

ARTICLE VII
MISCELLANEOUS

7.1 Appointment of Agents. The President or any other officer authorized by the board of directors shall be authorized and empowered, to and only to the extent consistent with, the direction of the board of directors, in the name and as the act and deed of the corporation to name and appoint general and special agents, representatives, and attorneys to represent the corporation in the United States or in any foreign country or countries and to name and appoint attorneys and proxies to vote any equity securities in any other entity at any time owned or held of record by the corporation, and to prescribe, limit, and define the powers and duties of such agents, representatives, attorneys, and proxies and to make substitution, revocation, or cancellation in whole or in part of any power or authority conferred on any such agent, representative, attorney, or proxy. All powers of attorney or instruments under which such agents, representatives, attorneys, or proxies shall be so named and appointed shall be signed and executed by the President or any other officer designated by the Board. Any substitution, revocation, or cancellation shall be signed in like manner. Any agent, representative, attorney, or proxy, when so authorized by the instrument appointing such person, may substitute or delegate such person’s powers in whole or in part and revoke and cancel such substitutions or delegations. No special authorization by the board of directors shall be necessary in connection with the foregoing, and this bylaw shall be deemed to constitute full and complete authority to the officers above designated to do all the acts and things as they deem necessary or incidental thereto or in connection therewith.

Effective: May 23, 2024

Document And Entity Information	May 23, 2024
Document Information [Line Items]
Entity, Registrant Name	The L.S. Starrett Company
Current Fiscal Year End Date	--06-30
Document, Type	8-K
Document, Period End Date	May 23, 2024
Entity, Incorporation, State or Country Code	MA
Entity, File Number	1-367
Entity, Tax Identification Number	04-1866480
Entity, Address, Address Line One	121 Crescent Street
Entity, Address, City or Town	Athol
Entity, Address, State or Province	MA
Entity, Address, Postal Zip Code	01331
City Area Code	978
Local Phone Number	249-3551
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common - $1.00 Per Share Par Value
Trading Symbol	SCX
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000093676