SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NAME OF ISSUER: ALOETTE COSMETICS, INC.
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 020454104000
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS:
Natalie I. Koether, Esq., Rosenman & Colin
211 Pennbrook Road, P. O. Box 97
Far Hills, New Jersey 07931 (908) 766-4101
DATE OF EVENT WHICH REQUIRES FILING: November 19, 1997
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: ________
Check the following if a fee is being paid with the statement: (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 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).
(Continued on following pages)
<PAGE>
CUSIP NO.: 020454104000
1. NAME OF REPORTING PERSON: Pure World, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b) XX
3. [SEC USE ONLY]
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e): YES NO XX
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 118,998
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 118,998
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 118,998
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: YES NO XX
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.66%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
Item 1. SECURITY AND ISSUER
This Schedule 13D (this "Schedule") relates to the common stock, no par
value ("Shares") of Aloette Cosmetics, Inc., (the "Company" or "Aloette") owned
by Pure World, Inc. The Company, a Pennsylvania corporation, has its principal
executive offices located at 1301 Wright's Lane East, West Chester, PA 19380.
Item 2. IDENTITY AND BACKGROUND
(a), (b) and (c) Pure World, Inc. ("Pure World") is engaged in the
production of natural products through its wholly-owned subsidiary, Madis
Botanicals, Inc. ("Madis"), a New Jersey corporation. Pure World's principal
executive office is located at 376 Main Street, Bedminster, New Jersey 07921,
and Madis' principal executive office is located at 375 Huyler Avenue, South
Hackensack, New Jersey 07606.
Sun Equities Corporation ("Sun"), a closely-held Delaware corporation, owns
approximately 28% of Pure World's outstanding Common Stock and may be deemed a
controlling person of Pure World, as such term is defined in the regulations
promulgated under the Securities Exchange Act of 1934. (See Exhibits A and B for
information, including addresses and principal businesses or occupations, of the
executive officers and directors of Pure World and Sun, respectively.)
(d) During the past five years, none of Pure World, Sun or any of the
persons listed on Exhibits A and B has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of Pure World, Sun or any of the
persons listed on Exhibits A and B has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
which was 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.
(f) Pure World and Sun are Delaware corporations.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Through November 28, 1997 Pure World has acquired 130,872 Shares at an
aggregate purchase price of $400,322.73, including brokerage commissions where
applicable. Pure World purchased the Shares with its working capital. During the
same period, Pure World also sold 11,874 Shares for proceeds of $36,819.89, net
of any brokerage commissions.
Item 4. PURPOSE OF TRANSACTION.
Pure World has acquired the Shares for capital appreciation. Pure World
currently intends to acquire additional Shares from time to time in open market
or private transactions but, depending on future developments relating to
general economic conditions or alternative investment opportunities, may also
determine from time to time, or at any time, to sell or otherwise dispose of
some or all of its Shares.
Except as otherwise indicated herein, Pure World has no plans or proposals
which relate to or would result in any of the actions or matters referred to in
the text of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on November 28, 1997, Pure World
beneficially owned 118,998 Shares, representing in total 5.66% of Shares
reported as outstanding in the Company's Form 10-QSB for the quarter ended
September 30, 1997.
<PAGE>
(b) The information presented in Items 7 through 10 of the cover sheet to
this Schedule 13D is incorporated herein by reference.
(c) Exhibit C annexed hereto sets forth all transactions in Shares effected
by Pure World in the sixty days preceding the date of this Statement and the
dates of such transactions. The transactions reported herein, unless otherwise
indicated, were open market transactions effected in the over-the-counter
market.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Executive Officers and Directors of Pure World
Exhibit B - Executive Officers and Directors of Sun
Exhibit C - Transactions in Shares for the past 60 days
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 28, 1997
PURE WORLD, INC.
By: /s/ John W. Galuchie, Jr.
--------------------------------
John W. Galuchie, Jr.
Executive Vice President
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
PURE WORLD (See Item 2 of this Schedule)
Executive Officers and Directors
NAME AND BUSINESS ADDRESS* PRESENT POSITION(S) WITH ADDRESS*
- ------------------------- ---------------------------------
<S> <C>
Paul O. Koether Chairman and Director
of Pure World and Sun
Chairman of Madis
Chairman, President and Director
of Kent Financial Services, Inc.
("Kent")
(owns all of the outstanding
common stock of T.R. Winston &
Company, Inc. ("TRW"), a
securities broker-dealer, and
Asset Value Management, Inc. the
general partner of Asset Value
Fund Limited Partnership, an
investment partnership)
Registered representative, Chairman
and Director of TRW
President and Director of Asset
Value Management, Inc.
General Partner
Shamrock Associates
(Investment limited partnership;
owner of approximately 39 percent
of Kent's outstanding common stock)
Chairman, President and Director
American Metals Service, Inc.
("AMTS")
(Engaged in redeploying its assets)
Natalie I. Koether, Esq. President of Pure World and Madis
Of Counsel
Rosenman & Colin LLP
211 Pennbrook Road, P.O. Box 97
Far Hills, NJ 07931
Voldemar Madis Vice Chairman of Pure World and
375 Huyler Street Madis
South Hackensack, NJ 07606 375 Huyler
"375 Huyler"
*Unless otherwise designated, the address of the executive officers,
directors, and companies referred herein, is 376 Main Street, Bedminster, New
Jersey 07921.
<PAGE>
John W. Galuchie, Jr. Executive Vice President, Treasurer
and Secretary of Pure World
Vice President and Director of Sun
Vice President and Treasurer of
Kent
Registered Representative,
President, Treasurer and Director
of TRW
Secretary, Treasurer and Director
of Asset Value Management
Vice President, Treasurer and
Director of AMTS
Mark Koscinski Senior Vice President of Pure World
and Madis
Vice President of Kent, TRW, Asset
Value Management, Inc. and Sun
Alfredo Mena Director of Pure World
P.O. Box 520656
Miami, FL 33152 President of CIA. Salvadorena de
Inversiones, S.A. de C.V.
El Salvador
(coffee growing, processing and
exporting production)
Mark W. Jaindl Director of Pure World
3150 Coffeetown Road
Orefield, PA 18069 Chief Financial Officer of Jaindl
"Orefield PA" Farms, Orefield, PA.
(diversified businesses, including
a 10,000 acre turkey farm, a
mobile home park, a John Deere
dealership and a grain operation.)
Director of AMTS
President
American Bank of the Lehigh Valley
4027 West Tighman Street
Allentown, PA 18104
William Mahomes, Jr., Esq. Director of Pure World
900 Jackson Street
600 Founders Square Mahomes & Associates
Dallas, TX 75202 900 Jackson
"900 Jackson"
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT B
SUN (See Item 2 of this Schedule)
Executive Officers and Directors
NAME AND BUSINESS ADDRESS* PRESENT POSITION(S) WITH ADDRESS*
- ------------------------- ---------------------------------
<S> <C>
Lloyd H. Klatzkin Vice President and Director of Sun
364 W. Trenton Ave.
Morrisville, PA 19067 Lloyd H. Klatzkin, CPA, P.C.
"364 W. Trenton" 364 W. Trenton
Paul O. Koether See Exhibit A for information
about Mr. Koether
John W. Galuchie, Jr. See Exhibit A for information
about Mr. Galuchie
Mark Koscinski See Exhibit A for information
about Mr. Koscinski
*Unless otherwise designated, the address of the executive officers,
directors, and companies referred herein, is 376 Main Street, Bedminster, New
Jersey 07921.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT C
Transactions in Shares for the Past 60 Days
NUMBER OF PRICE
DATE SHARES PURCHASED PER SHARE*
- -------- ------------------------- ------------------
<S> <C> <C>
10/21/97 4,400 $2.875
10/22/97 1,500 2.875
10/23/97 8,100 2.7431
11/13/97 6,623 2.50
11/19/97 9,998 2.875
11/21/97 1,000 2.75
11/25/97 500 2.75
11/26/97 7,500 2.875
* Exclusive of brokerage commissions.
</TABLE>
