SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
PURE WORLD, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] 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 and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PURE WORLD, INC.
376 MAIN STREET
P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
(908) 234-9220
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
September 28, 1999
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Pure
World, Inc. (the "Company") will be held on Tuesday, September 28, 1999 at 8:30
a.m., local time, at The Olde Mill Inn, 225 Route 202, Basking Ridge, New Jersey
07920 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 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 3, 1999, 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
Date: August 26, 1999
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
P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
(908) 234-9220
------------------------
PROXY STATEMENT FOR THE ANNUAL MEETING
September 28, 1999
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 Tuesday, September 28, 1999, at 8:30 a.m. at The Olde Mill Inn, 225
Route 202, Basking Ridge, New Jersey 07920, 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 26, 1999 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 3, 1999 (the
"Record Date"), are entitled to notice of and to vote at the Annual Meeting. On
the Record Date, 8,268,883 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". 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 or 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>
Certain information regarding each Nominee is set forth below.
Position and Office Director
Name of Nominee Age Presently Held with Company Since
- --------------- --- --------------------------- --------
Paul O. Koether 63 Chairman and Director 1988
of the Company and of
Pure World Botanicals, Inc.
Mark W. Jaindl 39 Director of the Company
and of Pure World Botanicals,
Inc. 1994
Alfredo Mena 46 Director of the Company 1992
William Mahomes 52 Director of the Company 1993
Paul O. Koether is the husband of Natalie I. Koether, President of the
Company and Pure World Botanicals, Inc., ("PWBI") formerly Madis Botanicals,
Inc., a wholly-owned subsidiary 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 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
PWBI, 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; (v) since July 1992, as Chairman of Golf Rounds.com, Inc., which
operates internet golf and skiing sites; and (vi) since September 1998 as a
director and Chairman of Cortech, Inc., ("Cortech"), a biopharmaceutical
company.
Mark W. Jaindl. Since October 1997, Mr. Jaindl has been President and Chief
Executive Officer of American Bank, a commercial bank located in Allentown,
Pennsylvania. He has served as a director and Vice-chairman of American Bank
since June 1997. 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. 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
<PAGE>
he was Senior Vice President of the Company. He was Senior Vice President of
PWBI from December 1994 until May 1995 and has been a director of PWBI since
December 1994 and he has served as a director of Golf Rounds.com, Inc. since
July 1992. Since September 1998, Mr. Jaindl has been a director and
Vice-chairman of Cortech.
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 Mahomes &
Associates, a Professional Corporation, involved in the practice of law,
specializing in real estate and commercial transactions. From 1994 to March
1997, Mr. Mahomes 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. Mr. Mahomes currently serves on the Board of Directors of a
variety of organizations, including the Bethlehem Foundation, The Salvation
Army, MESBIC Ventures, Inc. the Dallas Opera, the Texas Pension Review Board and
the Pegasus Charter School.
BOARD MEETINGS AND COMMITTEES
The Board held five meetings during the fiscal year ended December 31, 1998
and otherwise acted by written consent. During the year ended December 31, 1998,
the Board had an Audit Committee which consisted of Messrs. Mark Jaindl, Alfredo
Mena and William Mahomes, Jr. The Audit Committee, which reviews the Company's
internal controls, accounting practices and procedures, and results of
operations, held one meeting during the year. The Board also had a Compensation
Committee in 1998 which consisted of Messrs. Jaindl, Mahomes and Alfredo Mena.
The Compensation Committee, which is responsible for reviewing Management's
compensation, met once in 1998. Each of the Company's directors attended all of
the meetings of the Board of Directors and Committees. The Company had no other
Standing Committees which met during the fiscal year ended December 31, 1998.
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 1998 were approximately $37,800.
In addition, the Company retired 5,000 stock options previously issued to
Mr. Mahomes pursuant to the Company's 1991 Stock Option Plan for a payment of
approximately $21,400.
<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 the August 3, 1999, 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:
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, NJ 07931 3,353,035 (2) 37.36%
Natalie I. Koether
211 Pennbrook Road
Far Hills, NJ 07931 3,353,035 (3) 37.36%
Sun Equities Corporation
376 Main Street
Bedminster, NJ 07921 2,457,725 27.39%
Mark W. Jaindl
3150 Coffeetown Road
Orefield, PA 18069 234,382 (4) 2.61%
William Mahomes, Jr.
1201 Main Street
Suite 830
Dallas, TX 75202 11,000 *
Alfredo Mena
P. O. Box 520656
Miami, FL 33152 18,700 *
Voldemar Madis
375 Huyler Street
South Hackensack, NJ 07606 59,357 *
Dr. Qun Yi Zheng
375 Huyler Street
South Hackensack, NJ 07606 27,500 *
<PAGE>
Number of Shares Approximate
Name and Address of Common Stock Percent
of Beneficial Owner Beneficially Owned(1) of Class
- ------------------- --------------------- -----------
Mark Koscinski
376 Main Street
Bedminster, NJ 07921 72,600 *
All directors and
officers as a group
(9 persons) 3,832,894 (1) 42.71%
- ------------------------------
* Represents less than one percent.
(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 (165,000 shares);
Natalie I. Koether (275,000 shares); Mark W. Jaindl (77,000 shares);
Alfredo Mena (16,500 shares); Voldemar Madis (55,287 shares); Qun Yi
Zheng (27,500 shares); Mark Koscinski (34,100 shares) and all directors
and officers as a group (705,387 shares).
(2) Includes 519,750 shares beneficially owned by his wife, including
110,000 shares owned by Emerald Partners of which she is the sole
general partner and 2,200 shares owned by Sussex Group, Inc. of which
she is the President, a director and controlling stockholder; 275,000
shares which she has the right to acquire upon exercise of stock
options; and 132,550 shares held in custodial accounts. Mr. Koether may
also be deemed to be the beneficial owner of the 2,457,725 shares owned
by Sun, of which Mr. Koether is a principal stockholder and Chairman,
86,370 shares held in discretionary accounts of certain of his
brokerage customers and 14,190 shares held in Mr. Koether's IRA
account. Mr. Koether disclaims beneficial ownership of all of the
foregoing shares.
(3) Includes (1) 110,000 shares owned by Emerald Partners of which Mrs.
Koether is the sole general partner and 2,200 shares owned by Sussex
Group, Inc. of which she is the President, director and controlling
stockholder; (2) 275,000 shares which she has the right to acquire upon
exercise of stock options; (3) 132,550 shares held in custodial
accounts; and (4) the shares beneficially owned by her husband,
described above in footnote (2). Mrs. Koether may also be deemed to be
the beneficial owner of the 2,457,725 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.
(4) Includes 15,092 shares held in Mr. Jaindl's IRA account and 4,400
shares held by a trust for the benefit of his son, for which Mr. Jaindl
serves as a trustee.
<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 1998.
EXECUTIVE COMPENSATION
The table below sets forth for the fiscal years ended December 31, 1998,
1997 and 1996, the compensation of any person who, as of December 31, 1998, was
an Executive Officer of the Company with annual compensation in excess of
$100,000 ("Executive Officers").
SUMMARY COMPENSATION TABLE
Annual Compensation (1) (2) Long-Term
Name and --------------------------- Compensation
Principal Position Year Salary Bonus Options (#)
- ------------------ ---- ------ ----- ------------
Paul O. Koether 1998 $215,000 $75,000 -
Chairman 1997 215,000 50,000 -
1996 215,000 - -
Natalie I. Koether 1998 $270,000 $75,000 -
President 1997 267,000 - 137,500
1996 244,760 - -
Voldemar Madis (3) 1998 $163,461 $ 6,000 -
Vice Chairman 1997 150,000 6,000 -
1996 152,885 6,101 -
Qun Yi Zheng 1998 $166,051 $75,000 55,000
Exec. Vice President 1997 116,013 50,000 82,500
1996 73,147 20,000 27,500
Mark Koscinski 1998 $111,000 $22,500 -
Sr. Vice President 1997 108,000 22,500 -
1996 108,000 15,101 11,000
<PAGE>
- -----------------------------------------
(1) The Company has no bonus 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) Mr. Madis was President of Dr. Madis Laboratories, Inc., the predecessor
corporation of PWBI ("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. IVM is the owner of the premises occupied by PWBI.
- ---------------------------------------------------
The table below contains information concerning the fiscal year-end value
of unexercised options held by the Executive Officers.
<TABLE>
<CAPTION>
Fiscal Year-End Options Values
----------------------------------------------------------------
Value of Unexercised
Number of Unexercised In-the-Money
Options at 12/31/98 Options at 12/31/98
Name Exercisable/Unexercisable Exercisable/Unexercisable
-------- ------------------------- --------------------------
<S> <C> <C> <C> <C>
Paul O. Koether 165,000 / - $838,281 / $ -
Natalie I. Koether 275,000 / - 897,657 / -
Voldemar Madis 55,287 / - 262,770 / -
Qun Yi Zheng 27,500 / 137,500 126,953 / 413,672
Mark Koscinski 34,100 / 4,400 166,641 / 20,313
</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 PWBI acquisition on January 3, 1995, Voldemar Madis
entered into an employment agreement with PWBI for a term of four years at an
annual salary of $150,000. The agreement may be terminated for cause, as defined
in the contract. The agreement has been extended for an additional two year
period.
In February 1996, the Company entered into an employment agreement with Dr.
Qun Yi Zheng, Executive Vice President of the Company for an initial one-year
term. In July 1997, this agreement was amended (the "Amended Zheng Agreement").
The Amended Zheng Agreement is for a three-year term commencing on August 1,
1997 (the "Commencement Date"). The term is to be automatically extended one day
for each day elapsed after the Commencement Date.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Chairman of the Company is also the President of Sun Equities
Corporation ("Sun"), the Company's principal stockholder. The Company reimburses
Sun for the Company's proportionate share of the cost of group medical insurance
and certain general and administrative expenses. Such reimbursements for the
years ended December 31, 1998 and 1997 amounted to approximately $386,000 and
$419,000, respectively. Sun received no remuneration or administrative fees for
performing this service.
<PAGE>
Rosenman & Colin LLP ("R&C") performed legal work for the Company for which
it billed the Company an aggregate of approximately $62,000 in 1998 and $19,000
in 1997. Natalie I. Koether, Esq., President of the Company and of PWBI and wife
of the Chairman of the Company, is of Counsel to R&C.
American Bank, located in Allentown, Pennsylvania, has issued certain loans
to PWBI, totaling approximately $343,000 at December 31, 1998. Mark W. Jaindl,
Director of the Company and PWBI, is President of American Bank.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP ("Deloitte") served as the Company's independent
public accountants for the fiscal year ended December 31, 1998 and have been
selected to serve as the Company's independent public accountants for the fiscal
year ending December 31, 1999. 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, 2000. 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, 1998 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
Dated: August 26, 1999
<PAGE>
PURE WORLD, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, SEPTEMBER 28, 1999
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 Tuesday, September 28, 1999 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)
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 HEREON AS DIRECTORS,
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.
<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 to right (except as marked to the contrary
- ---- below)
- ---- WITHHOLD AUTHORITY to vote for all nominees listed to right
Nominees:
Mark W. Jaindl
Paul O. Koether
William Mahomes, Jr.
Alfredo Mena
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------
ITEM 2. 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" ITEM 1. 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 , 1999
------------------------------------- ---------------
Signature and title or authority
Signature Date , 1999
------------------------------------- ---------------
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 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.
