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) January 30, 1996
Pure World, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-10566 95-3419191
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(908) 234-9220
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Item 5. Other Events
On February 6, 1996 Pure World, Inc. announced in a Press Release that it
had filed suit in a Dallas, Texas Federal District Court seeking the appointment
of a receiver for the assets and business of American Industrial Properties
Reit. A copy of the Press Release is attached as Exhibit 99 to this Form 8-K.
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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.
PURE WORLD, INC.
By: /s/ Mark Koscinski
Senior Vice President
Principal Accounting Officer
Dated: February 7, 1996
NEWS RELEASE
February 6, 1996 Direct Inquiries to:
Paul O. Koether, Chairman
908 234 9220
BEDMINSTER, NEW JERSEY - Pure World, Inc. ("Pure World") (PURW - NASDAQ)
announced that it had filed suit in a Dallas, Texas Federal District Court
seeking the appointment of a receiver for the assets and business of American
Industrial Properties REIT, a Texas real esate investment trust (the "American
Industrial" or the "Trust"). According to the complaint, Trust Managers, Charles
Wolcott and William H. Bricker, have failed to secure the favorable vote of a
majority of outstanding shares to be reelected for two consecutive years and
failed even to secure a plurality of votes actually cast at the Annual Meeting
held in December 1995. Although Pure World's nominees did win a plurality of the
votes cast at the December, 1995 Meeting they did not receive the 2/3 vote that
the Bylaws enacted by Messrs Bricker and Wolcott require of non-incumbent
nominees. As a result the shareholders of American Industrial have not elected
Trust Managers for two years and the shareholders are deadlocked in voting
power. Pure World alleges that this deadlock, particularly when combined with
the acts of the unelected Trust Managers in giving themselves excessive
salaries, bonuses and Trust Manager fees and unlawfully enacting Bylaws designed
to entrench themselves and avoid shareholder oversight, justifies the
appointment of a receiver under Texas law. Pure World has requested that the
Court strike the Bylaws it says were unlawfully enacted.
Messrs Wolcott and Bricker were also sued derivatively by American
Industrial, for squandering its assets in the payment to them of excessive
salaries, bonuses and Trust Manager fees and for expending exorbitant amounts of
the assets of American Industrial in connection with their losing campaigns to
be re-elected as Trust Managers. The suit in the name of American Industrial
also complains that Messrs Wolcott and Bricker took negligently actions that
precipitated a declaration of default on a loan from its principal creditor,
Manaufacturer's Life Insurance Company, and embroiled the Trust in expensive
litigation the loss of which could throw the Trust into bankruptcy. These
matters were inadequately disclosed to shareholders, according to Pure World's
complaint.
Pure World defeated an attempt by Messrs Wolcott and Bricker in the Spring
of 1994 to merge American Industrial into a Maryland entity which Pure World
said was designed to entrench the Trust's management at the expense of
shareholders rights. At the 1994 Annual Meeting of American Industrial, Pure
World proposed its nominees for election as Trust Managers. Neither Pure World's
nominees nor Messrs Bricker or Wolcott were elected. At the 1995 Annual Meeting
Pure World again proposed its nominees who did not receive the 2/3 majority of
the outstanding shares required for election but did win the favorable vote of
the majority of votes cast at the meeting. At the meeting Mr. Bricker defended
his management record by telling shareholders "I do have a job. And I do make a
living other than screwing around with this."
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After the vote was validated by the official judge of elections,
American Industrial sued Pure World and its chief executive officer in an
attempt, according to Pure World's complaint, to intimidate Pure World and other
major shareholders of American Industrial from attempting to dislodge Messrs
Wolcott and Bricker from their sinecures as Trust Managers.
Paul Koether, the chief executive officer of Pure World, said that by
filing this complaint Pure World was seeking help form the courts to restore
democracy to American Industrial and to hold the Trust Managers accountable for
their actions which he said were detrimental to the financial health of the
Trust.
Pure World owns 888,000 shares (9.785%) of the 9,075,000 shares of the
oustanding common stock of American Industrial.
