NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
September 27, 1995
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
American Holdings, Inc. (the "Company") will be held on Wednesday, September 27,
1995 at 9:00 a.m., local time, at The Somerset Hills Hotel, Martinsville Road,
Warren, New Jersey, for the purpose of considering and acting upon the following
matters:
1. To elect five directors to serve until the next Annual Meeting or until
their respective successors are duly elected and qualified;
2. To change the name of the Company to Pure World, Inc.; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment(s), postponement(s) or continuation(s) thereof.
Only stockholders of record at the close of business on August 24,
1995, are entitled to notice of and to vote at the Annual Meeting and at any and
all adjournments, postponements or continuations thereof. A list of stockholders
entitled to vote at the Annual Meeting will be available for inspection during
ordinary business hours by any stockholder for any purposes germane to the
meeting, at the Company's offices at 376 Main Street, Bedminster, New Jersey
07921, for a period of at least ten days prior to the Annual Meeting and will
also be available for inspection at the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person, however, to assure your representation at the Annual Meeting, you are
urged to mark, sign, date and return the enclosed Proxy as promptly as possible
in the envelope enclosed for that purpose. If you attend the Annual Meeting, you
may vote in person even though you returned a Proxy.
By Order of the Board of Directors
/s/ John W. Galuchie, Jr.
-----------------------------
John W. Galuchie, Jr.
Secretary
Date: August 25, 1995
YOUR VOTE IS IMPORTANT
In order to assure your representation at the meeting, you are
requested to complete, sign and date the enclosed Proxy as promptly as possible
and return it in the enclosed envelope.
<PAGE>
AMERICAN HOLDINGS, INC.
376 MAIN STREET
BEDMINSTER, NEW JERSEY 07921
(908) 234-9220
------------------------
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
This Proxy Statement is being furnished to the stockholders of American
Holdings, Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies, in the form enclosed, by the Board of Directors of the
Company, for use at the Annual Meeting of Stockholders (the "Annual Meeting") to
be held on Wednesday, September 27, 1995, at 9:00 a.m. at The Somerset Hills
Hotel, Martinsville Road, Warren, New Jersey, and at any and all adjournments,
postponements or continuations thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting of Stockholders. The Company's
telephone number is (908) 234-9220.
These proxy solicitation materials are first being mailed on or about
August 28, 1995 to all stockholders entitled to vote at the meeting.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Only stockholders of record at the close of business on August 24, 1995
(the "Record Date"), are entitled to notice of and to vote at the Annual
Meeting. On the Record Date, 7,704,969 shares of the Company's common stock,
$.01 par value per share (the "Common Stock"), were issued and outstanding. The
presence, either in person or by proxy, of the holders of a majority of the
total number of shares of Common Stock outstanding on the Record Date is
necessary to constitute a quorum at the Annual Meeting.
Holders of Common Stock are entitled to one vote, in person or by
proxy, for each share of Common Stock owned on the Record Date.
Valid proxies will be voted in accordance with the instructions
indicated thereon. In the absence of contrary instructions, shares represented
by valid proxies will be voted FOR the proposal to elect as directors the five
nominees listed under the caption "Election of Directors" and FOR the proposal
to change the Company's name to Pure World, Inc. No other business is expected
to come before the Annual Meeting but should any other matter requiring a vote
of stockholders properly arise, it is the intention of the persons named in the
enclosed form of proxy to vote such proxy in accordance with their best judgment
on such matter.
<PAGE>
Execution of the enclosed proxy card will not prevent a stockholder
from attending the Annual Meeting and voting in person. Any proxy may be revoked
at any time prior to the exercise thereof by delivering a written revocation or
a new proxy bearing a later date to the Secretary of the Company, 376 Main
Street, P. O. Box 74, Bedminster, New Jersey 07921, or by attending the Annual
Meeting and voting in person. Attendance at the Annual Meeting will not,
however, in and of itself constitute revocation of a proxy.
The cost of soliciting proxies will be borne by the Company. In
addition, the Company will reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation materials to such beneficial owners. Proxies may be solicited by
certain of the Company's directors, officers and regular employees, without
additional compensation, personally or by telephone or telegram. Abstentions and
broker "non-votes" are included in the determination of the number of shares
present at the meeting for quorum purposes. An abstention will have the same
effect as a negative vote, but broker "non- votes" are not counted in the
tabulations of the votes cast on proposals presented to stockholders because
shares held by a broker are not considered to be entitled to vote on matters as
to which broker authority is withheld. A broker "non-vote" occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with respect to
that item and has not received instructions from the beneficial owner.
RECENT DEVELOPMENTS
Until August 1994, the Company was engaged in managing real estate
related assets through its wholly-owned subsidiary, NorthCorp Realty Advisors,
Inc. ("NorthCorp"). In July 1994, the Company distributed to its stockholders
(the "Spin-off") approximately 4,000,000 of the 8,250,000 shares of NorthCorp's
outstanding common stock ("NorthCorp Shares"). After the Spin-off, NorthCorp
Shares commenced trading on the OTC Bulletin Board of the NASDAQ Stock Market,
Inc. under the symbol ASET. In August, the Company sold virtually all of its
remaining interest in NorthCorp to the principal owners of Crown Revenue
Services, Inc. ("Crown"), and Crown was reorganized as a subsidiary of
NorthCorp. Crown is also a manager of real estate related assets.
On January 3, 1995, one of the Company's wholly-owned subsidiaries merged
(the "Merger") with Dr. Madis Laboratories, Inc. (subsequently renamed Madis
Botanicals, Inc.), a New Jersey corporation located in South Hackensack, New
Jersey. The surviving corporation, Madis Botanicals, Inc. ("Madis"),
manufactures botanical extracts. Madis is currently owned 83% by the Company and
17% by the former shareholders of Madis. The Merger was effected in connection
with a Plan of Reorganization (the "Plan") filed by the predecessor corporation
(Dr. Madis Laboratories) in Chapter 11 proceedings under the Federal Bankruptcy
<PAGE>
Law. Under the terms of the Merger, the Company financed the Plan which
provided for the payment of $3.4 million to the Madis creditors, of which
approximately $2.3 million was advanced by the Company and approximately
$900,000 was paid by Madis from funds on hand. The balance of the predecessor
corporation's indebtedness was assumed by the surviving corporation and will be
paid as due from working capital or by the Company in the event of any
deficiency.
Madis had sales of approximately $6.0 million and income before
reorganization expenses and income taxes of $731,000 in 1994. In 1993, Madis had
sales of $5.2 million and income before reorganization expenses and income taxes
of $594,000. The botanical extract industry is very competitive, but is not
dominated to any significant degree by any large producers. Madis has been
operating continuously in this industry since 1959 and has developed expertise
in the manufacture of hundreds of botanical extracts. Madis products, sold
throughout the world, include flavor extracts, enzymes and water soluble gums.
1. ELECTION OF DIRECTORS (Proposal 1)
NOMINEES
At the Annual Meeting, five directors are to be elected to hold office
until the next annual meeting of stockholders and until their successors are
duly elected and qualified. Unless otherwise indicated, the persons named in the
enclosed form of proxy will vote FOR the election of each nominee named below
(each a "Nominee"). Each Nominee has consented to serve as a director if
elected. It is not expected that any Nominee will be unable to serve, but, in
the event that any Nominee should be unable to serve, the shares represented by
the enclosed proxy card will be voted for a substitute candidate selected by the
Board of Directors.
Certain information regarding each Nominee is set forth below.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Position and Office Director
Name of Nominee Age Presently Held with Company Since
------------------- --- --------------------------- --------
Paul O. Koether 59 Chairman, President and 1988
Director of the Company;
Chairman of Madis
Richard M. Bossert 68 Director of the Company 1990
Mark W. Jaindl 35 Director of the Company 1994
and director of Madis
Alfredo Mena 42 Director of the Company 1992
William Mahomes, Jr. 48 Director of the Company 1993
</TABLE>
<PAGE>
There are no family relationships between any Nominee and/or the
executive officers of the Company. Information concerning each nominee's
business history and experience is set forth below.
Paul O. Koether is principally engaged in the following businesses: (i)
the Company, as Chairman since April 1988, President since April 1989, a
director since March 1988, and for more than five years as the Chairman and
President of Sun Equities Corporation ("Sun"), a private, closely-held
corporation which is the Company's principal stockholder; (ii) as Chairman of
Madis Botanicals, Inc., ("Madis") since January 1995 and as a director since
December 1994; (iii) as Chairman and director since July 1987 and President
since October 1990 of Kent Financial Services, Inc. ("Kent") which engages in
various financial services, including the operation of a retail brokerage
business through its wholly-owned subsidiary, T. R. Winston & Company, Inc.
("Winston") and the general partner since 1990 of Shamrock Associates, an
investment partnership which is the principal stockholder of Kent; (iv) various
positions with affiliates of Kent, including Chairman since 1990 and a
registered representative since 1989 of Winston; and (v) since July 1992, as a
director of American Metals Service, Inc., a former indirect majority-owned
subsidiary of Kent which is currently seeking to acquire an operating business.
Prior to August 1994, Mr. Koether also served as an officer and director of
NorthCorp.
Richard M. Bossert is a construction engineer. For more than the past
six years, Mr. Bossert has been the President and Chief Operating Officer of
Sawyert Corporation which is engaged in industrial and commercial site
construction and development.
Mark W. Jaindl has served as Senior Vice President of the Company from
June 1992 until May 1995 and as a director since October 1994. He was Senior
Vice President of Madis from December 1994 until May 1995 and a director since
December 1994 and has served as a director of American Metals Service, Inc.
since July 1992. Mr. Jaindl was a director of NorthCorp from June 1992 until
September 1994 and was Interim President of NorthCorp from February 1994 until
August 1994. From October 1991 to June 1992, he was self-employed as an
investment consultant. From May 1982 to October 1991 and again since May 1995 he
has served as Chief Financial Officer of Jaindl Farms, which is engaged in
diversified businesses, including the operation of a 10,000-acre turkey farm, a
mobile home park, a John Deere dealership and a grain operation. Mr. Jaindl also
served as the Chief Financial Officer of Jaindl Land Company, a developer of
residential, commercial and industrial properties in eastern Pennsylvania.
Alfredo Mena has served as a director of the Company since July 1992. He
has been the President of CIA. Salvadorena de Inversiones, S.A. de C.V. since
1986 and had served as its Director and General Manager from 1974 to 1986. CIA.
Salvadorena de Inversiones, S.A. de C.V. is engaged in coffee growing,
processing and exporting. Mr. Mena is a citizen of El Salvador.
<PAGE>
William Mahomes, Jr. is an attorney. Since 1994 he has been a partner
of Locke Purnell Rain Harrell. From 1990 to 1994 he was a partner in the Dallas
office of Baker & McKenzie. Prior to that, from 1987 to 1990, he served as Vice
President and General Counsel of Pro-Line Corporation, which is engaged in the
manufacture and distribution of hair care products. Mr. Mahomes currently serves
on the Board of Directors of a variety of organizations, including the Bethlehem
Foundation, The Salvation Army, MESBIC Financial Corporation, St. Philip's
Academy, Dallas Black Chamber of Commerce, Dallas/Fort Worth International
Airport and the Dallas Opera.
BOARD MEETINGS AND COMMITTEES
The Board held three meetings during the fiscal year ended December 31,
1994 and otherwise acted by written consent. Each of the Company's directors
attended all of the meetings of the Board of Directors.
The Audit Committee, consisting of Richard M. Bossert and William
Mahomes, Jr., did not meet during 1994. However, a meeting of the Audit
Committee was held in early 1995 to review (i) the results of operations for the
year ended December 31, 1994, (ii) internal controls and (iii) accounting
procedures.
The Company had no other standing committees which met during the
fiscal year ended December 31, 1994.
DIRECTORS' FEES
Each director who is not an employee of the Company receives a fee of
$1,200 plus expenses for attending each meeting of the Board or a committee
meeting. Aggregate directors' fees in fiscal 1994 were $10,800.
2. CORPORATE NAME CHANGE (Proposal 2)
The Company is proposing to change its name from "American Holdings,
Inc." to "Pure World, Inc." The Company seeks to more clearly identify itself
with the operations of its majority owned subsidiary by adopting the name "Pure
World, Inc."
The Board of Directors of the Company has unanimously approved an
amendment (the "Amendment") to the Company's Certificate of Incorporation
("Certificate of Incorporation") and recommends that the stockholders approve
the name change by adopting the following resolution:
RESOLVED, that the Certificate of Incorporation be amended by
deleting ARTICLE FIRST as currently in effect and substituting
the following:
<PAGE>
FIRST: The name of the corporation is Pure World, Inc.
The affirmative vote of a majority of the Shares outstanding on the
Record Date is required for approval of the Amendment. The proxies intend to
vote the shares FOR approval, unless otherwise directed.
BENEFICIAL OWNERSHIP
Security Ownership of Officers, Directors,
Nominees and Certain Stockholders
The following table sets forth the beneficial ownership of Common Stock
of the Company as of the Record Date, by each person who was known by the
Company to beneficially own more than 5% of the Common Stock, by each current
director and Nominee and by all current directors, Nominees and officers as a
group:
<TABLE>
<CAPTION>
<S> <C> <C>
Number of Shares Approximate
Name and Address of Common Stock Percent
of Beneficial Owner Beneficially Owned(1) of Class
------------------- --------------------- -----------
Paul O. Koether
211 Pennbrook Road
Far Hills, N.J. 07931 3,011,496(2)(3) 37.01%
Sun Equities Corporation
376 Main Street
Bedminster, N.J. 07921 2,234,296 27.46%
Richard Bossert
P. O. Box 209
Bedminster, N.J. 07921 23,500 *
Mark W. Jaindl
3150 Coffeetown Road
Orefield, PA. 18069 145,720(4) 1.79%
William Mahomes, Jr.
2200 Ross Avenue, Suite 2700
Dallas, Texas 75201 7,500 *
Alfredo Mena
P. O. Box 520656
Miami, Florida 33152 9,500 *
All directors and
officers as a group 3,328,416(2)(5) 40.91%
------------------------------
*Represents less than one percent.
</TABLE>
<PAGE>
(1) The beneficial owner has both sole voting and sole investment powers
with respect to these shares except as set forth in this footnote or in other
footnotes below. Included in such number of shares beneficially owned are shares
subject to options currently exercisable or becoming exercisable within sixty
days: Paul O. Koether (125,000 shares); Richard M. Bossert (22,500); William
Mahomes, Jr. (7,500); Alfredo Mena (7,500); Mark W. Jaindl (62,500 shares); and
all directors and officers as a group (292,500 shares).
(2) Includes (1) 32,400 shares held by a trust for the benefit of Mr.
Koether's daughter for which he serves as the sole trustee, and (2) 297,500
shares beneficially owned by his wife, including 100,000 shares owned by Emerald
Partners of which she is the sole general partner and 2,000 shares owned by
Sussex Group, Inc. of which she is the President, a director and controlling
stockholder, 75,000 shares which she has the right to acquire upon exercise of
stock options and 400 shares held in custodial accounts. Mr. Koether may also be
deemed to be the beneficial owner of the 2,234,296 shares owned by Sun, of which
Mr. Koether is a principal stockholder and Chairman, and 169,400 shares held in
discretionary accounts of certain of his brokerage customers. Mr. Koether
disclaims beneficial ownership of all of the foregoing shares.
(3) Includes 40,000 shares owned by Winston. Mr. Koether is an officer and
director of Winston and of Kent, Winston's parent company, and may be deemed the
beneficial owner of such shares. Mr. Koether disclaims such beneficial
ownership.
(4) Includes 11,720 shares held in Mr. Jaindl's IRA account and 4,000
shares held by a trust for the benefit of his son, for which Mr. Jaindl serves
as a trustee.
(5) Pursuant to a Stock Purchase Agreement dated January 23, 1990, certain
stockholders, including two former directors and a former officer of the Company
and their affiliates, have agreed to vote the shares of Common Stock which they
may continue to hold in favor of management proposals.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act and the regulations and rules
promulgated thereunder require that the Company's officers, directors and
persons who own more than ten percent of a registered class of the Company's
equity securities ("Principal Owners"), (i) file reports of ownership and
changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission and the NASD and (ii) furnish copies of these filings to the Company.
<PAGE>
Based solely on the Company's review of the copies of such forms it has
received and written representations from certain reporting persons that they
were not required to file Forms 5 for specified fiscal years, the Company
believes that all its officers, directors and Principal Owners complied with all
filing requirements applicable to them with respect to transactions during 1994.
<PAGE>
EXECUTIVE COMPENSATION
The table below sets forth for the fiscal years ended December 31, 1994,
1993 and 1992, the compensation of any person who, as of December 31, 1994, was
an Executive Officer of the Company with annual compensation in excess of
$100,000 ("Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Long-Term
Annual Compensation(1)(2) Compensation Other (3)
-------------------------------- ------------ ---------
Name and Principal Position Year Salary Bonus Options(#)
--------------------------- ---- ------ ----- ----------
Paul O. Koether 1994 $215,000 $35,000 - $ -
Chairman, President and 1993 215,000 50,000 - 2,473(3)
Chief Executive Officer 1992 187,500 30,000 200,000 2,250(3)
Mark W. Jaindl 1994 $120,692 $25,000 - $ -
Senior Vice President 1993 120,000 10,000 - -
1992 59,500 12,000 55,000 -
</TABLE>
(1) The Company has no bonus plan and no deferred compensation plan.
(2) Certain Executive Officers received incidental personal benefits during
the fiscal years covered by the table. The value of these incidental benefits
did not exceed the lesser of either $50,000 or 10% of the total annual salary
and bonus reported for any of the Executive Officers. Such amounts are excluded
from the table.
(3) Represents the amount of matching contributions made by the Company
pursuant to a 401(k) plan.
OPTIONS GRANTED IN YEAR ENDED DECEMBER 31, 1994
Under the Company's 1991 Non-Qualified Stock Option Plan (the "Plan"),
non-qualified options to purchase up to an aggregate of 500,000 shares of the
Company's Common Stock may be granted by the Board of Directors to officers,
directors and employees of the Company, its subsidiaries or parent. The exercise
price for the shares may not be less than the fair market value of the Common
Stock on the date of grant. Options will expire five years from the date of
grant and will be exercisable as to one-half of the shares on the date of grant
and as to the other half, after the first anniversary of the date of grant, or
at such other time, or in such other installments as may be determined by the
Board of Directors or a committee thereof at the time of grant. The options are
non-transferable (other than by will or by operation of the laws of descent) and
are exercisable generally only while the holder is employed by the Company or by
<PAGE>
a subsidiary or parent of the Company or, in the event of the holder's
death or permanent disability while employed by the Company, within one year
after such death or disability.
The Company granted 10,000 options pursuant to the Plan to one of its
executive officers in 1994 at an exercise price of $1.3125 per share, which was
the market value of the Company's common stock on the date of grant.
The Board of Directors repriced Mr. Jaindl's stock options (the "Jaindl
Stock Options") in August, 1994 to $1.3125, which was the market value of the
Company's stock on the day of repricing, in connection with his performance as
the former acting president of NorthCorp. From the date the Jaindl Stock Options
were granted in December 1992 until August 1994, the market price of the
Company's stock had declined from $2.625 to $1.3125. During this period Mr.
Jaindl supervised the Company's investment in NorthCorp until the Spin-off and
Merger in July and August 1994. The Board believed that Mr. Jaindl's efforts
were integral to the successful Spin-off and Merger. To reward him for his
outstanding service to the Company, the Jaindl Stock Options were re-priced.
The Company terminated the NorthCorp Employees Non-Qualified Stock Option
Plan during the fiscal year ended December 31, 1994.
The table below contains information concerning shares acquired on exercise
and the fiscal year-end value of unexercised options held by the Executive
Officers. During 1993, Mr. Koether acquired 100,000 shares through the exercise
of stock options at a price of $1.75 per share.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Fiscal Year-End Option Values
----------------------------------------------------------------------
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at 12/31/94 at 12/31/94
Exercisable/Unexercisable Exercisable/Unexercisable
------------------------- -------------------------
Paul O. Koether 100,000 - $ - $ -
Mark W. Jaindl 55,000 - 5,625 -
</TABLE>
<PAGE>
EMPLOYMENT AGREEMENTS
In April 1990 the Company entered into an employment agreement (the
"Agreement") with Mr. Koether, the Company's Chairman, for an initial three-year
term commencing on April 1, 1990 (the "Effective Date") at an annual salary of
$185,000 ("Base Salary"), which may be increased but not decreased at the
discretion of the Board of Directors. The term is to be automatically extended
one day for each day elapsed after the Effective Date. In December 1993, the
Board of Directors voted to increase the Chairman's Base Salary to $215,000
effective December 1, 1993.
The Chairman may terminate his employment under the Agreement at any time
for "good reason" (defined below) within 36 months after the date of a Change in
Control (defined below) of the Company. Upon his termination, he shall be paid
the greater of (i) the Base Salary and any bonuses payable under the Agreement
through the expiration date of the Agreement or (ii) an amount equal to three
times the average annual Base Salary and bonuses paid to him during the
preceding five years.
Change in Control is deemed to have occurred if (i) any individual or
entity, other than individuals beneficially owning, directly or indirectly,
common stock of the Company representing 30% or more of the Company's stock
outstanding as of April 1, 1990, is or becomes the beneficial owner, directly or
indirectly, of 30% or more of the Company's outstanding stock or (ii)
individuals constituting the Board of Directors on April 1, 1990 ("Incumbent
Board"), including any person subsequently elected to the Board whose election
or nomination for election was approved by a vote of at least a majority of the
Directors comprising the Incumbent Board, cease to constitute at least a
majority of the Board. "Good reason" means a determination made solely by Mr.
Koether, in good faith, that as a result of a Change in Control he may be
adversely affected (i) in carrying out his duties and powers in the fashion he
previously enjoyed or (ii) in his future prospects with the Company.
Mr. Koether may also terminate his employment if the Company fails to
perform its obligations under the Agreement (including any material change in
Mr. Koether's duties, responsibilities and powers or the removal of his office
to a location more than five miles from its current location) which failure is
not cured within specified time periods.
In connection with the Madis acquisition, two executive officers of Madis
were given employment agreements commencing January 3, 1995. The Chairman
Emeritus of Madis entered into an employment contract with Madis for a
three-year period at an annual salary of $100,000. The President of Madis
entered into an employment agreement with Madis for a term of four years at an
annual salary of $150,000. Both of the employment arrangements may be terminated
for cause, as defined in the contract.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company reimbursed Sun approximately $72,000 and $91,000 in 1994 and
1993, respectively, for the Company's proportionate share of certain general and
administrative expenses.
Keck Mahin Cate & Koether ("KMCK") performed substantial legal work for the
Company and its affiliates. Aggregate fees and expenses billed to the Company
and its subsidiaries were approximately $198,000 in 1993. Natalie I. Koether,
Esq., a former partner of KMCK, is the wife of the Chairman and President of the
Company. Rosenman & Colin ("R&C") performed substantial legal work for the
Company for which they billed the Company an aggregate of approximately $615,000
in 1994 and $119,000 in 1993. Mrs. Koether has been of Counsel to R&C since
November 1993. The 1994 professional fees represented work performed in
association with the distribution of NorthCorp's shares to the Company's
stockholders; the sale of NorthCorp in August 1994 to Crown; the proxy contests
undertaken in connection with one of the Company's investments; and the
acquisition of Madis in the fourth quarter of 1994.
In connection with the acquisition of NorthCorp in June 1992, the Company
issued 80,000 shares of its common stock to Winston as a finder's fee. The
transaction was introduced to the Company by an officer of Winston who was
otherwise unaffiliated with the Company. Winston's parent company, Kent, may be
deemed to be an affiliate of the Company. The Company paid brokerage commissions
of approximately $51,000 in 1994 and $136,000 in 1993 to Winston in connection
with the Company's purchases and sales of marketable securities.
On February 11, 1993, the Company purchased 750,000 shares of its common
stock (approximately 6.3 percent of the shares then outstanding) for an
aggregate purchase price of $1,000,000 or approximately $1.33 per share. The
seller was a stockholder of Sun.
On September 22, 1993, the Company repurchased from the former owner of
NorthCorp 1,000,000 shares of its common stock (approximately 9.3 percent of the
shares then outstanding) for an aggregate purchase price of $2,175,000 or
approximately $2.18 per share. The shares had been issued in June 1992 in
connection with the acquisition of NorthCorp. The transaction was approved by a
committee of the Board consisting of non-management members.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP ("Deloitte") served as the Company's independent
public accountants for the fiscal year ended December 31, 1994 and have been
selected to serve as the Company's independent public accountants for the fiscal
year ending December 31, 1995. Representatives of Deloitte will have the
opportunity to make a statement at the Annual Meeting if they so desire.
However, it is not expected that a representative of Deloitte will be present at
the Annual Meeting to respond to questions should they arise.
STOCKHOLDERS' PROPOSALS
Any stockholder who desires to present proposals to the next annual meeting
and to have such proposals set forth in the proxy statement mailed in
conjunction with such annual meeting must submit such proposals to the Company
not later than May 31, 1996. All stockholder proposals must comply with Rule
14a-8 promulgated by the Securities and Exchange Commission.
ADDITIONAL INFORMATION
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1994 accompanies this Proxy Statement.
Your cooperation in promptly marking, signing, dating and mailing the
enclosed proxy card will be greatly appreciated.
By Order of the Board of Directors
/s/ Paul O. Koether
-----------------------
PAUL O. KOETHER
Chairman and President
Dated: August 25, 1995
<PAGE>
AMERICAN HOLDINGS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, SEPTEMBER 27, 1995
The undersigned hereby appoints Paul O. Koether and John W. Galuchie, Jr.,
or either of them, as proxies with full power of substitution to vote all shares
of common stock, par value $.01 per share, of American Holdings, Inc. which the
undersigned is entitled to vote, with all powers the undersigned would possess
if personally present, at the Annual Meeting of Stockholders of American
Holdings, Inc. to be held on Wednesday, September 27, 1995, and at any
adjournment(s), postponement(s) or continuation(s) thereof. The proxies are
instructed as indicated below. In their discretion, the proxies are authorized
to vote upon such other business as may properly come before the Annual Meeting
and any adjournment(s), postponement(s) or continuation(s) thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE HEREON. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED
BY THIS PROXY WILL BE VOTED "FOR" EACH OF THE PERSONS NAMED ON THE REVERSE AS
DIRECTORS, "FOR" ITEM 2 AND "FOR" SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING AS THE PROXY HOLDERS DEEM ADVISABLE. BY MARKING, SIGNING, DATING AND
RETURNING THIS PROXY, THE UNDERSIGNED HEREBY REVOKES ALL PRIOR PROXIES.
(to be continued and signed on the other side)
<PAGE>
ITEM 1. To elect the nominees whose names appear below as directors for a term
of one year or until their successors are duly elected and qualified:
_____ FOR all nominees listed below (except as marked to the contrary below)
_____ WITHHOLD
Nominees: Richard M. Bossert
Mark W. Jaindl
Paul O. Koether
William Mahomes, Jr.
Alfredo Mena
For, except vote withheld from the following nominee(s):
____________________________________________
ITEM 2. Proposal to change the Company's name to Pure World, Inc. by
amending its Certificate of Incorporation.
_____ FOR
_____ AGAINST
_____ ABSTAIN
ITEM 3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" ITEMS 1 AND 2. A proxy submitted which either gives no direction
or which "abstains" on all issues, will be counted for the purpose of
determining whether a quorum is present at the Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Signature(s) __________________________________ Date_________________, 1995
Signature should agree with name(s) as printed on this proxy. When shares
are held by Joint Tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
