SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
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/_/ Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
________________________________________________________________________________
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/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_____________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
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/_/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
PURE WORLD, INC.
376 MAIN STREET
P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
(908) 234-9220
(908) 234-9355 FAX
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
November 20, 1997
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Pure
World, Inc. (the "Company") will be held on Thursday, November 20, 1997 at 8:30
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 four directors to serve until the next Annual Meeting
or until their respective successors are duly elected and
qualified;
2. To adopt the 1997 Non-Qualified Stock Option Plan.
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 September 23,
1997, 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/ Paul O. Koether
----------------------------------
Paul O. Koether
Chairman and President
Date: October 20, 1997
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>
PURE WORLD, INC.
376 MAIN STREET
BEDMINSTER, NEW JERSEY 07921
(908) 234-9220
------------------------
PROXY STATEMENT FOR THE ANNUAL MEETING
November 20, 1997
INFORMATION CONCERNING SOLICITATION AND VOTING
General
- -------
This Proxy Statement is being furnished to the stockholders of Pure
World, 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 Thursday, November 20, 1997, at 8:30 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
October 20, 1997 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 September 23,
1997 (the "Record Date"), are entitled to notice of and to vote at the Annual
Meeting. On the Record Date, 7,505,297 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 four
nominees listed under the caption "Election of Directors" and FOR the adoption
of the 1997 Non-Qualified Stock Option Plan. 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.
ELECTION OF DIRECTORS
Nominees
- --------
At the Annual Meeting, four 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.
<PAGE>
<TABLE>
<CAPTION>
Certain information regarding each Nominee is set forth below.
Position and Office Director
Name of Nominee Age Presently Held with Company Since
- --------------- --- --------------------------- --------
<S> <C> <C> <C>
Paul O. Koether 61 Chairman of the Company 1988
and of Madis
Mark W. Jaindl 37 Director of the Company
and of Madis 1994
Alfredo Mena 44 Director of the Company 1992
William Mahomes 50 Director of the Company 1993
- --------------------------
</TABLE>
Paul O. Koether and Natalie I. Koether, President of the Company and
Madis, are spouses. 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 from April 1989 to February
1997, 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") a majority-owned subsidiary of the Company,
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 Chairman of American Metals Service, Inc.
("AMTS"), which is currently seeking to acquire an operating business. Prior to
August 1994, Mr. Koether also served as Chairman and a director of NorthCorp
Realty Advisors, Inc. ("NorthCorp"), formerly a subsidiary of the Company.
<PAGE>
Mark W. Jaindl. From May 1982 to October 1991, and again since May
1995, Mr. Jaindl has served as Chief Financial Officer of Jaindl Farms, which is
engaged in diversified businesses, including the operation of a 12,000-acre
turkey farm, a John Deere dealership and a grain operation. Mr. Jaindl is Vice
Chairman of American Bank of the Lehigh Valley, a commercial bank located in
Allentown, Pennsylvania. He also serves as the Chief Financial Officer of Jaindl
Land Company, a developer of residential, commercial and industrial properties
in eastern Pennsylvania. From June 1992 until May 1995 he was Senior Vice
President of the Company. He was Senior Vice President of Madis from December
1994 until May 1995 and a director of Madis since December 1994. He has served
as a director of AMTS 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.
Alfredo Mena. Since 1986, Mr. Mena has been the President of
CIA.Salvadorena de Inversiones, S.A. de C.V. 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. From October 1995
until June 1997, he served as the Presidential Commissioner for Privatization
and Modernization of El Salvador. Mr. Mena is a citizen of El Salvador.
William Mahomes, Jr. In March 1997, Mr. Mahomes formed a professional
corporation, Mahomes & Associates, and is involved in the private practice of
law, specializing in real estate and commercial transactions. From 1994 to March
1997, he was a Senior Shareholder of the law firm of Locke Purnell Rain Harrell.
From 1990 to 1994 he was an international 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, the Dallas Opera and the Texas Real Estate Council.
Board Meetings and Committees
- -----------------------------
The Board held four meetings during the fiscal year ended December 31,
1996 and otherwise acted by written consent. During the year ended December 31,
1996, the Board had an Audit Committee which consisted of Messrs. Mark Jaindl,
William Mahomes, Jr. and Alfredo Mena. The Audit Committee, which reviews the
Company's internal controls, accounting practices and procedures, and results of
operations, held one meeting during the year. Each of the Company's directors
attended all of the meetings of the Board of Directors and Audit Committee
except for Mr. Mena who attended 60% of the meetings. The Company had no other
Standing Committees which met during the fiscal year ended December 31, 1996.
<PAGE>
Directors' Fees
- ---------------
Each director who is not an employee of the Company receives a fee of
$1,800 plus expenses for attending each meeting of the Board or a committee
meeting. Aggregate directors' fees in fiscal 1996 were $18,600.
ADOPTION OF THE 1997 NON-QUALIFIED STOCK OPTION PLAN
Nature and Purpose of the Plan
- ------------------------------
The Board of Directors adopted the 1997 Non-Qualified Stock Option Plan
(the "Option Plan") as of October 1, 1997, subject to approval by the
stockholders of the Company. The purpose of the Option Plan is to ensure the
Company continued success in attracting and retaining key personnel and to
secure for the Company the benefits of the incentive inherent in equity
ownership by employees who are responsible for the continuing growth and success
of the Company. Options could also be granted in connection with any future
acquisitions by the Company. A copy of the Option Plan is annexed to this Proxy
Statement as Exhibit A and should be read in its entirety. The following is a
brief summary of the significant provisions of the Option Plan.
Duration and Modification
- -------------------------
The Plan will terminate not later than September 30, 2007. The Board of
Directors may at any time terminate the Plan or make such modifications to the
Plan as it may deem advisable. However, the Board may not, without approval by
the stockholders of the Company, increase the number of shares of Common Stock
as to which options may be granted under the Plan, change the manner of
determining option prices, change the class of persons eligible to participate
in the Plan or extend the period during which an option may be granted or
exercised.
Administration of the Plan
- --------------------------
The Plan is administered by a Committee of the Board of Directors,
consisting of two or more non-employee directors (the "Committee"). The members
of the Committee are appointed annually by, and serve at the pleasure of, the
Board of Directors, and the members of the Committee will not be compensated for
serving on the Committee. In the event that no Committee is appointed, the Board
of Directors will serve as the Committee.
The Committee has discretion to determine the participants under the
Plan, the terms and provisions of the respective option grants (which need not
be identical), including the price at which and period during which options will
be exercisable and the number of shares subject to each option.
Securities Subject to the Plan; Market Price
- --------------------------------------------
500,000 shares of Common Stock are available for issuance upon exercise
of options granted under the Plan.
<PAGE>
The closing sale price of the Common Stock on The Nasdaq National
Market on September 23, 1997 was $6.125 per share.
Eligibility and Extent of Participation
- ---------------------------------------
The Plan provides for discretionary grants of non-qualified stock
options to participants and to consultants to the Company. As of September 23,
1997, approximately 65 persons were eligible to receive options.
Exercise of Options
- -------------------
Unless otherwise provided by the Committee at the time an option is
granted, an option will be exercisable one-fifth after the third anniversary of
the date of grant, two-fifths after the fourth anniversary of the date of grant,
three-fifths after the fifth anniversary of the date of grant, four-fifths after
the sixth anniversary of the date of grant and in full after the seventh
anniversary of the date of grant.
An option may be exercised by a written notice with respect to a
specified number of shares and payment of the exercise price for the number of
shares so specified. The exercise price of an option must be paid in cash. The
initial per share exercise price for an option may not be less than the fair
market value thereof on the date of grant.
No option granted pursuant to the Plan may be exercised more than 10
years after the date of grant. No option granted under the Plan is transferable
by the optionee other than by death.
Generally, an option may be exercised only while the recipient is in
the active employ or service of the Company, or within one year after
termination of employment by reason of disability or death.
In the event of the disability or death of an optionee, each option
granted to him shall become immediately exercisable in full and shall terminate
upon the earlier to occur of (i) the expiration of the period of one year after
the date of such optionee's death or disability and (ii) the date specified in
such Option, unless otherwise determined by the Board of Directors.
In the event that an optionee leaves the employ or ceases to serve as a
director of the Company or its subsidiaries for any reason other than death,
retirement or disability, each option granted to him shall generally terminate
immediately.
The number of shares available for grant under the Plan and covered by
each option granted thereunder will be adjusted in the event of a stock
dividend, reorganization, recapitalization, stock split-up, combination of
shares, sale of assets, merger or consolidation in which the Company is the
surviving corporation or, as may be determined by the Board of Directors, in the
event of any other change affecting the number or kind of the Company's
outstanding Common Stock. In the event of the dissolution or liquidation of the
Company, the Board may, in its discretion, accelerate the exercisability of all
outstanding options and terminate the same within a reasonable time thereafter.
<PAGE>
Federal Income Tax Consequences of Issuance and Exercise of Options
- -------------------------------------------------------------------
The following discussion of the Federal income tax consequences of the
granting and exercise of options under the Plan, and the sale of Common Stock
acquired as a result thereof, is based on an analysis of the Code, as currently
in effect, existing laws, judicial decisions and administrative rulings and
regulations, all of which are subject to change. In addition to being subject to
the Federal income tax consequences described below, an optionee may also be
subject to state and/or local income tax consequences in the jurisdiction in
which he or she works and/or resides.
No income will be recognized by an optionee at the time an option is
granted.
Ordinary income will be recognized by an optionee at the time an option
is exercised, and the amount of such income will be equal to the excess of the
fair market value on the exercise date of the shares issued to the optionee over
the exercise price. This ordinary (compensation) income will also constitute
wages subject to the withholding of income tax and the Company will be required
to make whatever arrangements are necessary to ensure that the amount of the tax
required to be withheld is available for payment in money.
Capital gain or loss on a subsequent sale or other disposition of the
shares of Common Stock acquired upon exercise of an option will be measured by
the difference between the amount realized on the disposition and the tax basis
of such shares. The tax basis of the shares acquired upon the exercise of the
option will be equal to the sum of the exercise price of an option and the
amount included in income with respect to the option.
If an optionee makes payment of the exercise price by delivering shares
of Common Stock, he generally will not recognize any gain with respect to such
shares as a result of such delivery, but the amount of gain, if any, which is
not so recognized will be excluded from his basis in the new shares received.
The Company will be entitled to a deduction for Federal income tax
purposes at such time and in the same amount as the amount included in ordinary
income by the optionee upon exercise of his option, subject to the usual rules
as to reasonableness of compensation and provided that the Company timely
complies with the applicable information reporting requirements.
Vote Required
- -------------
The affirmative vote of a majority of the Shares present or represented
and entitled to vote at the Annual Meeting is required for ratification of the
option plan. The proxies intend to vote the shares FOR ratification, unless
otherwise directed.
The Board of Directors of the Company recommends that stockholders vote
FOR adoption of the 1997 Non-Qualified Stock Option Plan.
<PAGE>
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 September 30, 1997, 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>
Number of Shares Approximate
Name and Address of Common Stock Percent
of Beneficial Owner Beneficially Owned<F1> of Class
- ------------------- --------------------- -----------
<S> <C> <C>
Paul O. Koether
211 Pennbrook Road
Far Hills, NJ 07931 3,025,996<F2><F3> 37.92%
Natalie I. Koether
211 Pennbrook Road
Far Hills, NJ 07931 3,025,996<F4> 37.92%
Sun Equities Corporation
376 Main Street
Bedminster, NJ 07921 2,234,296 28.00%
Mark W. Jaindl
3150 Coffeetown Road
Orefield, PA 18069 153,220<F5> 1.92%
William Mahomes, Jr.
5400 Renaissance Tower
1201 Elm Street
Dallas, Texas 75201 15,000 *
Alfredo Mena
P. O. Box 520656
Miami, Florida 33152 17,000 *
Voldemar Madis
375 Huyler Street
South Hackensack, NJ 07606 21,669 *
Mark Koscinski
376 Main Street
Bedminster, NJ 07921 62,000 *
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue - 11th Floor
Santa Monica, CA 90401 440,500<F6> 5.52%
All directors and
officers as a group
(8 persons) 3,346,085<F1> 41.94%
- ------------------------------
* Represents less than one percent.
<PAGE>
<FN>
<F1> 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 (150,000 shares);
Natalie I. Koether (125,000 shares); Mark W. Jaindl (70,000 shares);
William Mahomes, Jr. (15,000 shares); Alfredo Mena (15,000 shares);
Voldemar Madis (21,669 shares); Mark Koscinski (27,000 shares) and all
directors and officers as a group (473,669 shares).
<F2> 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)
347,500 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, 125,000 shares which she has
the right to acquire upon exercise of stock options and 120,500 shares
held in custodial accounts; and (3) 33,900 shares owned by Mr.
Koether's daughter. Mr. Koether 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 75,000 shares held in
discretionary accounts of certain of his brokerage customers and 12,900
shares held in Mr. Koether's IRA account. Mr. Koether disclaims
beneficial ownership of all of the foregoing shares.
<F3> 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.
<F4> Includes (1) 100,000 shares owned by Emerald Partners of which Mrs.
Koether is the sole general partner and 2,000 shares owned by Sussex
Group, Inc. of which she is the President, director and controlling
stockholder; (2) 125,000 shares which she has the right to acquire upon
exercise of stock options; (3) 120,500 shares held in custodial
accounts; and (4) 444,200 shares beneficially owned by her husband,
described above in footnotes (2) and (3). Mrs. Koether may also be
deemed to be the beneficial owner of the 2,234,296 shares owned by Sun,
of which she is a principal stockholder and her husband is a principal
stockholder and Chairman. Mrs. Koether disclaims beneficial ownership
of all of the foregoing shares.
<F5> Includes 11,700 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.
<F6> Dimensional Fund Advisors, Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of 440,500
shares of Pure World, Inc. stock as of December 31, 1996, all of which
shares are held in portfolios of DFA Investment Dimensions Group, Inc.,
a registered open-end investment company, or in series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA Group
Trust and DFA Participation Group Trust, investment vehicles for
qualified employee benefit plans, all of which Dimensional Fund
Advisors Inc. serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.
</FN>
</TABLE>
<PAGE>
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.
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 1996.
EXECUTIVE COMPENSATION
The table below sets forth for the fiscal years ended December 31,
1996, 1995 and 1994, the compensation of any person who, as of December 31,
1996, was an Executive Officer of the Company with annual compensation in excess
of $100,000 ("Executive Officers").
<TABLE>
<CAPTION>
Summary Compensation Table
Name and Principal Long-Term
Position Annual Compensation<F1><F2> Compensation
- ------------------ ---------------------------- ------------
Position Year Salary Bonus Options(#)
<S> <C> <C> <C> <C>
Paul O. Koether 1996 $215,000 $ - -
Chairman 1995 215,000 - 50,000
1994 215,000 35,000 -
Natalie I. Koether 1996 $244,760 $ - -
President 1995 55,807 - 100,000
1994 60,000 - -
Mark Koscinski<F3> 1996 $108,000 $ 15,101 10,000
Senior Vice President 1995 88,250 3,500 15,000
1994 57,750 15,000 10,000
Voldemar Madis<F5> 1996 $152,885 $ 6,101 -
Vice Chairman 1995 150,000 - 36,115<F4>
1994 - - -
- ------------------------------------------------
<PAGE>
<FN>
<F1> The Company currently has no bonus plan.
<F2> 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.
<F3> In 1995, the Company loaned Mr. Koscinski $43,425 to acquire 25,000 shares
of Company stock in the open market (the "Shares"). The Shares are held as
security for the loan which shall accrue interest at the interest rate necessary
to avoid the imputation of interest under the Internal Revenue Code of 1986. The
loan or loan interest shall be paid solely from the proceeds of any sale by Mr.
Koscinski of the Shares. In no event will Mr. Koscinski be otherwise liable for
the loan or loan interest.
<F4> Options granted in conjunction with the acquisition of Madis Botanicals,
Inc. on January 3, 1995.
<F5> Mr. Madis was President of Dr. Madis Laboratories, Inc., the predecessor
corporation of Madis ("DML"), and is President of IVM Corporation ("IVM"). Both
IVM and DML operated under the protection of Federal Bankruptcy Law for the
five-year period prior to January 3, 1995, when DML was acquired by the Company.
</FN>
</TABLE>
The table below contains information concerning the fiscal year-end
value of unexercised options held by the Executive Officers.
<TABLE>
<CAPTION>
Fiscal Year-End Option Values
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at 12/31/96 at 12/31/96
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Paul O. Koether 150,000 - $ 85,938 $ -
Natalie I. Koether 125,000 - $ 73,438 $ -
Mark Koscinski 27,000 8,000 $ 19,031 $ 500
Voldemar Madis 21,669 14,446 $ 4,605 $ 3,070
</TABLE>
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 1992, the
Board of Directors voted to increase the Chairman's Base Salary to $215,000
effective December 1, 1992.
<PAGE>
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, Voldemar Madis entered into
an employment agreement with Madis for a term of four years at an annual salary
of $150,000. The employment arrangement may be terminated for cause, as defined
in the contract.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company reimbursed Sun approximately $76,000 and $64,000 in 1996
and 1995, respectively, for the Company's proportionate share of certain general
and administrative expenses.
Rosenman & Colin LLP ("R&C") performed substantial legal work for the
Company for which they billed the Company an aggregate of approximately $118,000
in 1996 and $630,000 in 1995. The professional fees represented work performed
in association with the proxy contests undertaken in connection with one of the
Company's investments and the acquisition and management of Madis. Natalie I.
Koether, Esq., President of the Company and Madis, and wife of the Chairman of
the Company, is of Counsel to R&C.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP ("Deloitte") served as the Company's independent
public accountants for the fiscal year ended December 31, 1996 and have been
selected to serve as the Company's independent public accountants for the fiscal
year ending December 31, 1997. It is not expected that a representative of
Deloitte will be present at the Annual Meeting.
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, 1998. 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, 1996 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
----------------------------
Chairman and President
Dated: October 20, 1997
EXHIBIT A
PURE WORLD, INC.
1997 NON-QUALIFIED STOCK OPTION PLAN
(Effective October 1, 1997)
1. Purpose.
--------
The purposes of this 1997 Non-Qualified Stock Option Plan (the "Plan")
are to induce certain individuals to remain in the employ of, or to continue to
serve as directors of or as independent consultants to, Pure World, Inc. (the
"Company") and its present and future subsidiary corporations (each a
"Subsidiary"), as defined in section 424(f) of the Internal Revenue Code of
1986, as amended (the "Code"), to attract new individuals to enter into such
employment and service and to encourage such individuals to secure or increase
on reasonable terms their stock ownership in the Company. The Board of Directors
of the Company (the "Board") believes that the granting of stock options (the
"Options") under the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company and aid in
securing its continued growth and financial success. Options will be options
which are not incentive stock options ("non-qualified stock options"), as
determined at the time of the grant thereof by the Committee (the "Committee")
referred to in Section 3(A) hereof.
2. Shares Subject to Plan.
-----------------------
Options may be granted to purchase up to 500,000 shares of the common
stock, par value $0.01 per share (the "Common Stock") of the Company. If any
Options expire or terminate for any reason without having been exercised in
full, new Options may thereafter be granted to purchase the unpurchased shares
subject to such expired or terminated Options.
3. Administration.
---------------
(A) The Plan shall be administered by a Committee which shall consist
of two or more members of the Board, both or all of whom shall be "non-employee
directors within the meaning of Rule 16b-3(b)(3) promulgated under Section 16(b)
of the Securities Exchange Act of 1934 (the "Exchange Act"). The Chief Executive
Officer of the Company shall also be a member of the Committee, ex-officio. The
Committee shall be appointed annually by the Board, which may at any time and
from time to time remove any members of the Committee, with or without cause,
appoint additional members to the Committee and fill vacancies, however caused,
in the Committee. In the event that no Committee has been appointed, the Board
shall serve as the Committee. A majority of the members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members present at a meeting duly called and held except that
the Committee may delegate to any one of its members the authority of the
Committee with respect to
<PAGE>
the grant of Options to a person who shall not be an officer and/or director of
the Company. Any decision or determination of the Committee reduced to writing
and signed by all of the members of the Committee (or by a member of the
Committee to whom authority has been delegated) shall be fully as effective as
if it had been made at a meeting duly called and held.
(B) Subject to the express provisions of the Plan, the Committee shall
have complete authority, in its discretion, to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, to determine the terms
and provisions of the respective option agreements or certificates (which need
not be identical), to determine the individuals (each a "Participant") to whom
and the times and the prices at which Options shall be granted, the periods
during which each Option shall be exercisable, the number of shares of the
Common Stock to be subject to each Option and to make all other determinations
necessary or advisable for the administration of the Plan. In making such
determinations, the Committee may take into account the nature of the services
rendered by the respective employees, their present and potential contributions
to the success of the Company and the Subsidiaries and such other factors as the
Committee in its discretion shall deem relevant. The Committee's determination
on the matters referred to in this Section 3(B) shall be conclusive. Any dispute
or disagreement which may arise under or as a result of or with respect to any
Option shall be determined by the Committee, in its sole discretion, and any
interpretations by the Committee of the terms of any Option shall be final,
binding and conclusive.
4. Eligibility.
------------
An Option may be granted only to (1) employees of the Company or a
Subsidiary, (2) directors of the Company or a Subsidiary who are not employees
of the Company or a Subsidiary, (3) employees of a corporation which has been
acquired by the Company or a Subsidiary, whether by way of exchange or purchase
of stock, purchase of assets, merger or reverse merger, or otherwise, who hold
options with respect to the stock of such corporation which the Company has
agreed to assume and (4) independent consultants who render services to the
Company or a Subsidiary.
5. Option Prices.
--------------
(A) Except as otherwise provided in Section 15 hereof, the initial per
share option price of any Option shall not be less than the fair market value of
a share of the Common Stock on the date of grant.
(B) For all purposes of this Plan, the fair market value of a share of
the Common Stock on any date, if the Common Stock is then listed on a national
securities exchange or traded on the NASDAQ National Market System, shall be
equal to the closing sale price of a share of the Common Stock or, if there is
no sale of the Common Stock on such date, the average of the bid and asked
prices on such exchange or system at the close of trading on such date or, if
the shares of the Common Stock are not then listed on a national securities
exchange or such system on such date, the fair market value of a share of the
Common Stock on such date as shall be determined in good faith by the Committee.
<PAGE>
6. Option Term.
------------
Options shall be granted for such term as the Committee shall
determine, not in excess of ten years from the date of the granting thereof.
7. Exercise of Options.
--------------------
(A) Except as otherwise provided in Section 15 hereof, a Participant
may (i) during the period commencing on the third anniversary of the date of the
granting of an Option to him and ending on the day preceding the fourth
anniversary of such date, exercise such Option with respect to one-fifth of the
shares granted thereby, (ii) during the period commencing on such fourth
anniversary and ending on the day preceding the fifth anniversary of the date of
the granting of such Option, exercise such Option with respect to two-fifths of
the shares granted thereby, (iii) during the period commencing on such fifth
anniversary and ending on the day preceding the sixth anniversary of the date of
the granting of such Option, exercise such Option with respect to the
three-fifths of the shares granted thereby, (iv) during the period commencing on
such sixth anniversary and ending on the day preceding the seventh anniversary
of the date of the granting of such Option, exercise such Option with respect to
four-fifths of the shares granted thereby, and (v) during the period commencing
on such seventh anniversary, exercise such Option with respect to all of the
shares granted thereby.
(B) To the extent exercisable, an Option may be exercised either in
whole at any time or in part from time to time.
(C) An Option may be exercised only by a written notice of intent to
exercise such Option with respect to a specific number of shares of the Common
Stock and payment to the Company of the amount of the option price for the
number of shares of the Common Stock so specified PROVIDED, HOWEVER, that,
subject to the requirements of Regulation T promulgated under the Exchange Act,
the Committee may implement procedures to allow a broker chosen by a Participant
to make payment of all or any portion of the option price payable upon the
exercise of an Option and receive, on behalf of such Participant, all or any
portion of the shares of the Common Stock issuable upon such exercise.
(D) The Committee may, in its discretion, permit any Option to be
exercised, in whole or in part, prior to the time when it would otherwise be
exercisable.
8. Transferability.
----------------
No Option shall be assignable or transferable except by will and/or by
the laws of descent and distribution and, during the life of any Participant,
each Option granted to him may be exercised only by him.
<PAGE>
9. Termination of Service.
-----------------------
(A) Except as otherwise determined by the Committee at the time of
grant thereof, in the event a Participant leaves the employ or service of the
Company and the Subsidiaries, whether voluntarily or otherwise but other than by
reason of his death or "disability" (as such term is defined in section 22(e)(3)
of the Code), each Option theretofore granted to him shall, to the extent not
theretofore exercised, terminate forthwith.
(B) In the event a Participant's employment or service with the Company
and the Subsidiaries terminates by reason of his death or disability, each
Option theretofore granted to him shall become immediately exercisable in full
and shall terminate upon the earlier to occur of (i) the expiration of the
period of one year after the date of such Participant's death or disability and
(ii) the date specified in such Option, unless otherwise determined by the Board
of Directors.
10. Adjustment of Number of Shares.
-------------------------------
(A) In the event that a dividend shall be declared upon the Common
Stock payable in shares of the Common Stock, the number of shares of the Common
Stock then subject to any Option, the number of shares of the Common Stock which
may be purchased upon the exercise of Options granted under the Plan but not yet
covered by an Option and the number of shares of the Common Stock to be subject
to an Option to be issued to an Outside Director shall be adjusted by adding to
each share the number of shares which would be distributable thereon if such
shares had been outstanding on the date fixed for determining the stockholders
entitled to receive such stock dividend. In the event that the outstanding
shares of the Common Stock shall be changed into or exchanged for a different
number or kind of shares of stock or other securities of the Company or of
another corporation, whether through reorganization, recapitalization, stock
split-up, combination of shares, sale of assets, merger or consolidation in
which the Company is the surviving corporation, then, there shall be substituted
for each share of the Common Stock then subject to any Option, for each share of
the Common Stock which may be purchased upon the exercise of Options granted
under the Plan but not yet covered by an Option and for each share of the Common
Stock to be subject to an Option to be issued to an Outside Director, the number
and kind of shares of stock or other securities into which each outstanding
share of the Common Stock shall be so changed or for which each such share shall
be exchanged.
(B) In the event that there shall be any change, other than as
specified in Section 10(A) hereof, in the number or kind of outstanding shares
of the Common Stock, or of any stock or other securities into which the Common
Stock shall have been changed, or for which it shall have been exchanged, then,
if the Committee shall, in its sole discretion, determine that such change
equitably requires an adjustment in the number or kind of shares then subject to
any Option and the number or kind of shares available for issuance in accordance
with the provisions of the Plan but not yet covered by an Option, such
adjustment shall be made by the Committee and shall be effective and binding for
all purposes of the Plan and of each Option.
<PAGE>
(C) In the case of any substitution or adjustment in accordance with
the provisions of this Section 10, the option price in each Option for each
share covered thereby prior to such substitution or adjustment shall be the
option price for all shares of stock or other securities which shall have been
substituted for such share or to which such share shall have been adjusted in
accordance with the provisions of this Section 10.
(D) No adjustment or substitution provided for in this Section 10 shall
require the Company to sell a fractional share under any Option.
(E) In the event of the dissolution or liquidation of the Company, or a
merger, reorganization or consolidation in which the Company is not the
surviving corporation, the Board, in its discretion, may accelerate the
exercisability of each Option and/or terminate the same within a reasonable time
thereafter.
11. Purchase for Investment, Withholding and Waivers.
-------------------------------------------------
(A) Unless the delivery of the shares upon the exercise of an Option by
a Participant shall be registered under the Securities Act of 1933, such
Participant shall, as a condition of the Company's obligation to deliver such
shares, be required to give a representation in writing that he is acquiring
such shares for his own account as an investment and not with a view to, or for
sale in connection with, the distribution of any thereof.
(B) In the event of the death of a Participant, an additional condition
of exercising any Option shall be the delivery to the Company of such tax
waivers and other documents as the Committee shall determine.
(C) An additional condition of exercising any Option shall be the entry
by the Participant into such arrangements with the Company with respect to
withholding as the Committee shall determine.
12. No Stockholder Status; No Restrictions on Corporate Acts;
No Employment Right.
---------------------------------------------------------
(A) Neither any Participant nor his legal representatives, legatees or
distributees shall be or be deemed to be the holder of any share of the Common
Stock covered by an Option unless and until a certificate for such share has
been issued. Upon payment of the purchase price therefor, a share issued upon
exercise of an Option shall be fully paid and non-assessable.
(B) Neither the existence of the Plan nor any Option shall in any way
affect the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock or the rights
thereof, or dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other corporate act or
proceeding whether of a similar character or otherwise.
<PAGE>
(C) Neither the existence of the Plan nor the grant of any Option shall
require the Company or any Subsidiary to continue any Participant in the employ
or service of the Company or such Subsidiary.
13. Termination and Amendment of the Plan.
--------------------------------------
The Board may at any time terminate the Plan or make such modifications
of the Plan as it shall deem advisable; PROVIDED, HOWEVER, that the Board may
not, without further approval of the holders of the shares of the Common Stock,
increase the number of shares of the Common Stock as to which Options may be
granted under the Plan (as adjusted in accordance with the provisions of Section
10 hereof), or change the class of persons eligible to participate in the Plan,
or change the manner of determining the option prices, or extend the period
during which an Option may be granted or exercised. Except as otherwise provided
in Section 15 hereof, no termination or amendment of the Plan may, without the
consent of the Participant to whom any Option shall theretofore have been
granted, adversely affect the rights of such Participant under such Option.
14. Expiration and Termination of the Plan.
---------------------------------------
The Plan shall terminate on September 30, 2007 or at such earlier time
as the Board may determine. Options may be granted under the Plan at any time
and from time to time prior to its termination. Any Option outstanding under the
Plan at the time of the termination of the Plan shall remain in effect until
such Option shall have been exercised or shall have expired in accordance with
its terms.
15. Options Granted in Connection With Acquisitions.
------------------------------------------------
In the event that the Committee determines that, in connection with the
acquisition by the Company or a Subsidiary of another corporation which will
become a Subsidiary or division of the Company (such corporation being hereafter
referred to as an "Acquired Subsidiary"), Options may be granted hereunder to
employees and other personnel of an Acquired Subsidiary in exchange for then
outstanding options to purchase securities of the Acquired Subsidiary. Such
Options may be granted at such option prices, may be exercisable immediately or
at any time or times either in whole or in part, and may contain such other
provisions not inconsistent with the Plan, or the requirements set forth in
Section 14 hereof that certain amendments to the Plan be approved by the
stockholders of the Company, as the Committee, in its discretion, shall deem
appropriate at the time of the granting of such Options.
<PAGE>
PURE WORLD, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 20, 1997
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 Pure World, 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 Pure World, Inc.
to be held on Thursday, November 20, 1997, 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.
(to be continued and signed on the other side)
<PAGE>
ITEM 1. To elect the nominees whose names appear at right as directors for
a term of one year or until their successors are duly elected and
qualified:
_____ FOR all nominees listed at right except as marked to the contrary
below)
_____ WITHHOLD AUTHORITY to vote for all nominees listed at right
NOMINEES: Mark W. Jaindl
Paul O. Koether
William Mahomes, Jr.
Alfredo Mena
For, except vote withheld from the following nominee(s):
_______________________________________________________________
ITEM 2. To adopt the 1997 Non-Qualified Stock Option Plan
_____ 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.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE HEREON AS DIRECTED ABOVE. IF NO SPECIFICATION IS MADE, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" EACH OF THE PERSONS NAMED
AT LEFT AS DIRECTORS, "FOR" THE ADOPTION OF THE 1997 NON-QUALIFIED STOCK OPTION
PLAN AND "FOR" SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE
PROXYHOLDERS DEEM ADVISABLE. BY MARKING, SIGNING, DATING AND RETURNING THIS
PROXY, THE UNDERSIGNED HEREBY REVOKES ALL PRIOR PROXIES.
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" ITEM 1 and "FOR" ITEM 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_____________________________________ Date________________________,1997
SIGNATURE AND TITLE OR AUTHORITY
Signature_____________________________________ Date________________________,1997
SIGNATURE IF HELD JOINTLY
IMPORTANT: Signature(s) 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 titles
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.
