<PAGE>
April 21, 1995
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Publicker Industries Inc. Proxy Material
Gentlemen:
Accompanying this letter for filing with the Commission pursuant to Rule
14a-6(b) promulgated under the Securities Exchange Act of 1934, as amended
(the "Act"), is a copy of each of the Notice of Meeting, Proxy Statement and
form of Proxy to be distributed in connection with the Publicker Industries
Inc. 1995 Annual Meeting of Shareholders.
In payment of the required filing fee, a wire transfer (including the
Company's CIK number and other specific information required) in the amount
of $125.00 was sent to Mellon Bank to the commission's account
(SEC/AC-9108739/WRE) as required pursuant to Rule 13 of Regulation S-T
promulgated under the Act.
Pursuant to Rule 901(d) of Regulation S-T promulgated under the Act, a
conforming paper format copy of the accompanying proxy material will be filed
with the commission within six business days.
Pursuant to Rule 14a-3(c) promulgated under Act, we are contemporaneously
mailing to the Commission solely for its information, and not to be deemed
"soliciting material" or to be "filed" with the Commission, seven paper
format copies of the Company's 1994 Annual Report to Shareholders.
Very truly yours,
Antonio L. DeLise
Vice President & Chief Financial Officer
ALD/pn
Enclosure
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
Information Required
Schedule 14A Information in Proxy Statement
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement Confidential, for use of the
Commission only
Definitive Proxy Statement (as permitted by Rule
14a-6(e)(2))
Definitive Additional Materials
Soliciting Material Pursuant to 14a-11(c) or Rule 14a-12
PUBLICKER INDUSTRIES 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):
$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
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:
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 fiing 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>
PUBLICKER INDUSTRIES INC.
Notice of 1995 Annual Meeting of Shareholders
April 21, 1995
To the Shareholders of Publicker Industries Inc.
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of Shareholders of
Publicker Industries Inc. (the "Company") will be held at The
Carlyle Hotel, 35 East 76th Street, East Trianon Suite, Second
Floor, New York, New York, on Tuesday, May 23, 1995 at 10:00 a.m.
for the following purposes:
1. To elect six directors to hold office until the annual
meeting of shareholders to be held in 1996 and until
their respective successors shall be duly elected and
qualified;
2. To approve the extension of the term of certain options to
purchase shares of the Company's Common Stock held by Harry I.
Freund and by Jay S. Goldsmith;
3. To ratify the selection of Arthur Andersen LLP as auditors
for the fiscal year ending December 31, 1995; and
4. To transact such other business as may properly be brought
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April
14, 1995, as the record date for the determination of shareholders
entitled to notice of and to vote at the meeting and any adjournments.
By Order of the Board of Directors
ANTONIO L. DELISE, Secretary
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. PLEASE COMPLETE, SIGN
AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE EVEN IF YOU
INTEND TO BE PRESENT AT THE MEETING. RETURNING THE PROXY WILL NOT
LIMIT YOUR RIGHT TO VOTE IN PERSON OR TO ATTEND THE ANNUAL MEETING,
BUT WILL ENSURE YOUR REPRESENTATION IF YOU CANNOT ATTEND. THE PROXY
IS REVOCABLE AT ANY TIME PRIOR TO ITS USE. PLEASE NOTE, HOWEVER,
THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO ATTEND AND VOTE AT THE MEETING, YOU MUST
OBTAIN FROM SUCH BROKER, BANK OR OTHER NOMINEE, A PROXY ISSUED IN
YOUR NAME.
.
PUBLICKER INDUSTRIES INC.
1445 East Putnam Avenue
Old Greenwich, Connecticut 06870
(203) 637-4500
____________________
PROXY STATEMENT
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Publicker
Industries Inc. (the "Company") to be voted at the 1995 Annual
Meeting of Shareholders of the Company referred to in the foregoing
Notice (the "Annual Meeting"). All proxies received pursuant to
this solicitation will be voted, and, where a choice is specified as
to the proposal described in the foregoing Notice, they will be
voted in accordance with that specification. Shareholders who
execute proxies may revoke them at any time before they are voted by
written notice delivered to the Secretary of the Company. The
Company anticipates that mailing of the proxy material to shareholders will
commence on or about April 21, 1995.
RECORD DATE AND VOTING SECURITIES
Only holders of Common Stock of record at the close of business
on April 14, 1995 are entitled to notice of and to vote at the
meeting. On that date the Company had outstanding and entitled to
vote 14,725,910 shares of Common Stock, par value $.10 per share
(the "Common Stock"). Each outstanding share entitles the record
holder to one vote on each matter. Abstentions and broker non-votes
are each included in the determination of the number of shares
present and voting. Each is tabulated separately. Abstentions are
counted in tabulations of the votes cast on proposals presented to
shareholders, whereas broker non-votes are not counted for purposes
of determining whether a proposal has been approved.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth, as of March 31, 1995, except as
otherwise noted, the beneficial ownership of the Company's Common
Stock by each person who owns of record or is known by the Company
to own beneficially more than 5% of the Common Stock of the Company.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership(1) of Class
Harry I. Freund 1,979,022 (2) 12.1%
c/o Balfour Investors Inc.
45 Rockefeller Plaza
New York, NY 10111
Jay S. Goldsmith 1,980,522 (3) 12.1%
c/o Balfour Investors Inc.
45 Rockefeller Plaza
New York, NY 10111
PosTel Investment Management Limited 1,005,000 (4) 6.8%
Standon House
21 Mansell Street
London E1 8AA, England
Base Assets Trust
11400 West Olympic Boulevard 979,353 (5) 6.2%
Los Angeles, CA 90064
R. Weil & Associates L.P., 1,570,300 (6) 10.7%
Appleton Associates L.P. and
Ralph Weil
c/o R. Weil & Associates
2 Crosfield Avenue
West Nyack, NY 10994
Foreign & Colonial Management Limited 1,233,750 (7) 8.4%
and Hypo Foreign & Colonial Management
(Holdings) Limited Exchange House
Primrose Street
London EC2A 2NY, England
(1) Calculated in accordance with Rule 13d-3 adopted by the
Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended.
(2) Includes shares of Common Stock which may be acquired by Mr.
Freund within 60 days as follows: 375,000 shares through the
exercise of stock options and 1,064,960 shares through the
exercise of stock purchase warrants. Also includes 314,125
shares that may be deemed to be owned beneficially by Mr.
Freund which are held by Balfour Investors Inc. ("Balfour")
for its clients in discretionary accounts, as to which Mr.
Freund disclaims beneficial ownership. Messrs. Freund and
Goldsmith are Chairman and President, respectively, and the
only shareholders of Balfour. The discretionary clients of
Balfour have the sole power to vote and direct the vote of the
shares held in their account. Balfour and its discretionary
clients have shared power to dispose of or direct the disposition of the
shares held in such clients' accounts. At present, Balfour has the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the Company's Common Stock for all of its
discretionary clients. Also includes options to purchase 200,000 shares
of Common Stock held by Mr. Freund, the expiration of which
has been extended by five years to April 12, 2000, subject to
the approval of such extension by shareholders.
(3) Includes shares of Common Stock which may be acquired by Mr.
Goldsmith within 60 days as follows: 375,000 shares through
the exercise of stock options and 1,034,240 shares through the
exercise of stock purchase warrants. Also includes 1,500
shares of Common Stock and 30,720 shares which may be acquired
through the exercise of stock purchase warrants over which Mr.
Goldsmith has shared voting and investment power but as to
which he disclaims any beneficial interest, and includes
314,125 shares that may be deemed to be owned beneficially by
Mr. Goldsmith which are held by Balfour for its clients in
discretionary accounts as to which Mr. Goldsmith disclaims
beneficial ownership (see Note 2 above). Also includes
options to purchase 200,000 shares of Common Stock held by Mr.
Goldsmith, the expiration of which has been extended by five
years to April 12, 2000, subject to the approval of such
extension by shareholders.
(4) Includes 596,750 shares of Common Stock beneficially owned by
British Telecom Staff Superannuation Scheme and 408,250 shares
of Common Stock beneficially owned by the Post Office Staff
Superannuation Scheme. This information is based on a
statement on Schedule 13D filed with the Securities and
Exchange Commission by PosTel Investment Management Limited,
British Telecom Staff Superannuation Scheme and Post Office
Staff Superannuation Scheme on August 24, 1992. PosTel
Investment Management Limited ("PosTel") is the investment
advisor for the British Telecom Staff Superannuation Scheme
and the Post Office Staff Superannuation Scheme which own
596,750 and 408,250 shares, respectively. PosTel has the sole
power to vote and dispose of such shares.
(5) Represents warrants to purchase 979,353 shares of Common Stock
owned by the Base Assets Trust - Richard D. Baum, Trustee, Wilbert
F. Schwartz, Trustee and Thomas Arnold, Trustee. This information is
based on a statement on Schedule 13G filed with the Securities and Exchange
Commission by Base on February 14, 1995. Base states that it has shared
power to vote and direct the vote and shared power to dispose of or to
direct the disposition of the shares that would be held upon the exercise of
warrants.
(6) Based on a statement on Schedule 13D filed with the Securities
and Exchange Commission on August 24, 1994. Includes
1,503,600 shares owned by a group consisting of R. Weil &
Associates L.P., Appleton Associates L.P. and Ralph Weil.
These parties affirm that there is no formal arrangement among
them or among any of the other persons or entities named in
the Schedule 13D with respect to the Common Stock of the
Company. Also includes 66,700 shares as to which Mr. Weil
disclaims any beneficial interest.
(7) Based on a statement on Schedule 13G filed with the
Securitites and Exchange Commission on February 3, 1995.
<PAGE>
PROPOSAL 1.
ELECTION OF DIRECTORS
At the Annual Meeting, six directors are to be elected to hold
office until the next annual meeting of shareholders and until
their respective successors have been elected and qualified. In
order to be elected, each nominee must receive a plurality of the
votes cast at the Annual Meeting.
Unless otherwise directed, proxies given to the persons named in
the enclosed proxy pursuant to this solicitation will be voted for
the election as directors of Messrs. Freund, Goldsmith, Herman,
Cohn, Schafran and Weis. If any such nominee should become
unavailable for any reason, which the Board of Directors has no
reason to anticipate, the proxy holders reserve the right to
substitute another person of their choice in his place.
All of the persons named in the enclosed proxy are currently
directors of the Company, having been elected by the shareholders
at the Company's last annual meeting with the exception of Mr. Weis
who was elected by the Board of Directors on March 8, 1995. See
"COMPENSATION OF EXECUTIVE OFFICERS -- Employment and Change-in-Control
Agreements."
Set forth below as to each director nominated for reelection as
a director of the Company is information regarding age (as of March
31, 1995), position with the Company, principal occupation,
business experience, period of service as a director of the Company
and directorships currently held in public corporations.
HARRY I. FREUND: Age 55; Director of the Company since April
12, 1985. Chairman of the Board since December 1985. Since 1975,
Mr. Freund has been Chairman of Balfour Investors Inc. (formerly
known as Balfour Securities Corporation), a merchant banking firm
that had previously been engaged in a general brokerage business.
Mr. Freund is also Vice Chairman of the board of directors of
Glasstech, Inc.
JAY S. GOLDSMITH: Age 51; Director of the Company since April
12, 1985. Vice Chairman of the Board since December 1985. Since
1975, Mr. Goldsmith has been President of Balfour Investors Inc.
Mr. Goldsmith is also Chairman of the board of directors of
Glasstech, Inc.
DAVID L. HERMAN: Age 81; Director of the Company since April
12, 1985. Mr. Herman was President and Chief Executive Officer of
the Company from March 31, 1986 until March 8, 1995. Prior to
1986, Mr. Herman was an independent consultant advising clients on
the reorganization of businesses and potential acquisitions. Prior
thereto, Mr. Herman was the sole owner of Darman Tool and
Manufacturing Company, a private company engaged in the manufacture
of appliances and photocopying machines.
CLIFFORD B. COHN: Age 43; Director of the Company since July
31, 1980. Director of Government Affairs of the Company from April
1, 1981 to November 20, 1984. Since 1979, Mr. Cohn has been
engaged in the private practice of law in Philadelphia,
Pennsylvania. Mr. Cohn is a director of Glasstech, Inc.
L. G. SCHAFRAN: Age 56; Director of the Company since December
3, 1986. Mr. Schafran is the Managing General Partner of L. G.
Schafran & Associates, a real estate investment and advisory firm
established in October 1984. For more than five years prior
thereto, Mr. Schafran was a senior officer in The Palmieri Company,
specializing in the acquisition, management and disposition of
distressed properties. Mr. Schafran is a director of Glasstech,
Inc., Capsure Holdings Corp., Oxigene, Inc., Dart Group Corp. and
its two publicly traded affiliates: Trak Auto Corp. and Crown
Books Corp. Mr. Schafran is also a trustee of National Income
Realty Trust and Chairman of the Executive Committee of Dart Group
Corp.
JAMES J. WEIS: Age 46; President, Chief Executive Officer and
Director of the Company since March 8, 1995. Mr. Weis joined the
Company in September 1984 as Assistant to the President and was
elected Vice President in November 1984, Chief Financial Officer
and Secretary in April 1986 and Executive Vice President - Finance
in August 1989.
The Board of Directors recommends a vote FOR each of Messrs.
Freund, Goldsmith, Herman, Cohn, Schafran and Weis for election as
directors of the Company.
<PAGE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Prior to October 1, 1992, directors who were not officers of the
Company were paid $2,500 per month for services as a director and,
in addition, $750 per day for each meeting of the Board or of
shareholders that they attended without regard to the number of
meetings attended each day. From October 1, 1992 through December
31, 1994, these amounts were reduced to $2,125 and $637.50,
respectively. Effective January 1, 1995, these reductions were
rescinded. Prior to October 1, 1992, Mr. Freund and Mr. Goldsmith
each received annual compensation at the rate of $325,000 per year
as Chairman and Vice Chairman of the Board, respectively. From
October 1, 1992 through December 31, 1994, these amounts were
reduced to $276,250 per year. Effective January 1, 1995, these
reductions were rescinded.
Messrs. Freund, Goldsmith and Herman are each party to an
agreement with the Company providing for payments to them under
certain circumstances following a change in control of the Company.
See "COMPENSATION OF EXECUTIVE OFFICERS -- Employment and Change in
Control Agreements."
On March 8, 1995, following Mr. Herman's retirement as President
of the Company, the Company and Mr. Herman entered into a
Consulting Agreement pursuant to which Mr. Herman will render
consulting services to the Board of Directors of the Company. The
Consulting Agreement provides for a monthly consulting fee at a
rate of $80,000 per year. The Consulting Agreement is terminable
at any time by the Company or Mr. Herman.
The Company and Balfour Investors Inc. ("Balfour"), are parties
to a License Agreement, dated as of October 26, 1994, with respect
to a portion of the office space leased by the Company in New York
City. Harry I. Freund and Jay S. Goldsmith are Chairman and
President, respectively, and the only shareholders of Balfour. The
term of the License Agreement commenced on January 1, 1995 and will
expire on June 30, 2004, unless sooner terminated pursuant to law
or the terms of the License Agreement. The License Agreement
provides for Balfour to pay the Company an amount equal to 30% of
the rent paid by the Company under its lease, including base rent,
electricity, water, real estate tax escalations, and operation and
maintenance escalations. In addition, Balfour has agreed to
reimburse the Company for 30% of the cost of insurance which the
Company is obligated to maintain under the terms of its lease with
respect to the premises. The base rent payabe by Balfour under the
License Agreement is $5,618 per month through September 30, 1999
and $6,045 per month thereafter.
Directors of the Company are elected at each annual meeting of
shareholders to hold office until the next annual meeting of
shareholders, and executive officers are elected to hold office
until the first meeting of directors following the next annual
meeting of shareholders or until their successors are sooner
elected by the Board and qualified.
During 1994 there were 20 meetings of the Board of Directors of
the Company. The Board of Directors has various committees,
including an Audit Committee, a Compensation Committee, a Directors
Compensation Committee and a Nominating Committee. During 1994,
each of the Directors attended at least 75% of the total number of
meetings held by the Board of Directors and the committees of which
each such Director was a member.
The Audit Committee of the Board of Directors reviews with the
Company's independent public accountants the plan and scope of the
audit for each year, as well as the results of each audit when
completed and the accountants' fee for services performed. The
Audit Committee also reviews with management and with the
independent accountants the Company's internal control procedures.
The Audit Committee is composed of members of the Board of
Directors who are not otherwise officers or employees of the
Company. The present members of the Audit Committee are L. G.
Schafran (Chairman), Harry I. Freund and Jay S. Goldsmith. The
Audit Committee met two times during 1994.
The Compensation Committee of the Board of Directors, which
consists entirely of outside directors, reviews the compensation of
key employees of the Company. The present members of the
Compensation Committee are Jay S. Goldsmith (Chairman), Clifford B.
Cohn and L. G. Schafran. The Compensation Committee met two times
during 1994.
The Directors Compensation Committee of the Board of Directors
reviews the compensation of directors of the Company. The present
members of the Directors Compensation Committee are David L. Herman
(Chairman), Clifford B. Cohn and L. G. Schafran. The Directors
Compensation Committee did not meet during 1994.
The Nominating Committee of the Board of Directors advises and
makes recommendations to the Board of Directors on the selection of
candidates as nominees for election as directors. The members of
the Nominating Committee are David L. Herman (Chairman), Jay S.
Goldsmith and Clifford B. Cohn. The Nominating Committee met once
during 1994. The Nominating Committee will consider nominees
recommended by shareholders pursuant to procedures described in
"SHAREHOLDER NOMINATIONS."
SHAREHOLDER NOMINATIONS
Nominations for election of directors may be made by any
shareholder entitled to vote for the election of directors,
provided that written notice (the "Notice") of such shareholder's
intent to nominate a director at the meeting is given by the
shareholder and received by the Secretary of the Company in the
manner and within the time specified herein. The Notice shall be
delivered to the Secretary of the Company not less than 14 days nor
more than 50 days prior to any meeting of the shareholders called
for the election of directors; provided, however, that if less than
21 days' notice of the meeting is given to shareholders, the Notice
shall be delivered to the Secretary of the Company not later than
the earlier of the seventh day following the day on which notice of
the meeting was first mailed to shareholders or the fourth day
prior to the meeting. In lieu of delivery to the Secretary of the
Company, the Notice may be mailed to the Secretary of the Company
by certified mail, return receipt requested, but shall be deemed to
have been given only upon actual receipt by the Secretary of the
Company.
The Notice shall be in writing and shall contain or be
accompanied by:
(a) the name and residence of the shareholder submitting the
nomination;
(b) a representation that such shareholder is a holder of
record of the Company's voting stock and intends to appear in
person or by proxy at the meeting to nominate the persons specified
in the Notice;
(c) such information regarding each nominee as would have been
required to be included in a proxy statement filed pursuant to
Regulation 14A of the rules and regulations established by the
Securities and Exchange Commission under the Securities Exchange
Act of 1934 (or pursuant to any successor act or regulation) had
proxies been solicited with respect to such nominee by the
management or Board of Directors of the Company;
(d) a description of all arrangements or understandings among
such shareholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which such nomination
or nominations are to be made by the shareholder; and
(e) the consent of each nominee to serve as director of the
Company if so elected.
Unless a judge or judges of election shall have been appointed
pursuant to the By-Laws, the Chairman of the meeting may, if the
facts warrant, determine and declare to the meeting that any
nomination made at the meeting was not made in accordance with the
foregoing procedures and, in such event, the nomination shall be
disregarded. Any decision by the Chairman of the meeting shall be
conclusive and binding upon all shareholders of the Company for any
purpose.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following information is furnished as of March 31, 1995 with
respect to each class of equity securities of the Company
beneficially owned by all directors and nominees, and by all
directors, nominees and officers as a group.
The information concerning the directors, nominees and officers
and their security holdings has been furnished by them to the
Company.
Beneficial Ownership of
Shares of Common
Stock as of Percent
Name Position March 31, 1995 (1) of Class(1)
Harry I. Freund Director and Chairman of 1,979,022 (2) 12.1%
the Board
Jay S. Goldsmith Director and Vice Chairman 1,980,522 (3) 12.1%
of the Board
James J. Weis President, Chief Executive 180,000 (4) 1.2%
Officer and Director
Clifford B. Cohn Director 104,070 (5) *
David L. Herman Director 281,200 (6) 1.9%
L. G. Schafran Director 162,690 (7) 1.1%
All directors, nominees and 4,687,504 (8) 25.1%
officers as a group (6 persons)
* less than 1% of the outstanding Common Stock.
(1) Calculated in accordance with Rule 13d-3 adopted by the
Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended.
(2) See Note 2 on page 2.
(3) See Note 3 on page 2.
(4) Includes 180,000 shares which may be acquired by Mr. Weis
within 60 days through the exercise of stock options.
(5) Includes 90,000 shares which may be acquired by Mr. Cohn
within 60 days through the exercise of stock options.
(6) Includes shares of Common Stock which may be acquired by
Mr. Herman within 60 days as follows: 180,000 shares
through the exercise of stock options and 51,200 shares
through the exercise of stock purchase warrants.
(7) Includes shares of Common Stock which may be acquired by
Mr. Schafran within 60 days as follows: 90,000 shares
through the exercise of stock options and 10,240 shares
through the exercise of stock purchase warrants. Also
includes 11,250 shares of Common Stock and 51,200 shares
that may be acquired through the exercise of stock
purchase warrants over which Mr. Schafran has shared
voting and investment power but as to which he disclaims
any beneficial interest.
(8) Includes shares of Common Stock which may be acquired by
such persons within 60 days as follows: 1,414,000 shares
through the exercise of stock options and 2,242,560
shares through the exercise of stock purchase warrants.
Also includes options to purchase 400,000 shares of
Common Stock held by Messrs. Freund and Goldsmith, the
expiration of which has been extended by five years to
April 12, 2000, subject to the approval of such extension
by shareholders.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following tables set forth information concerning the cash
compensation, stock options and retirement benefits provided to the
Company's Chief Executive Officer and its two other executive
officers. The notes to these tables provide more specific
information concerning compensation. The Company's compensation
policies are discussed in the Compensation Committee Report on
Executive Compensation.
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation
Long-Term Compensation
Awards
Payouts
Other Restricted
Annual Stock
Options/ LTIP All Other
Name and Year Salary Bonus<F3> Compensation Awards
SAR's(#)(F4) Payouts Compensation
Principal Position
<S> <C> <C> <C> <C> <C>
<C> <C> <C>
David L. Herman <F1> 1994 127,500 75,000 - -
60,000 - 553 <F5>
President, Chief Executive 1993 127,575 75,000 - -
60,000 - 964 <F5>
Officer and Director 1992 144,375 60,000 - - -
- - 964 <F5>
Christian R. Guntner <F2> 1994 233,750 100,000 - - -
- - 6,943 <F6>
Executive Vice President 1993 233,750 100,000 - -
60,000 - 5,603 <F6>
Corporate Development 1992 264,687 80,000 - - -
- - 5,536 <F6>
and Chief Operating officer
James J. Weis <F1> 1994 233,750 100,000 - -
60,000 - 8,728 <F7>
Executive Vice President- 1993 233,750 175,000 - -
60,000 - 7,081 <F7>
Finance and Secretary 1992 264,687 155,000 - - -
- - 6,022 <F7>
<FN>
<F1>
Effective March 8, 1995, David L. Herman retired from the
positions of President and Chief Executive Officer. Efffective on
that date, James Weis was elected President, Chief Executive Officer and
Director.
<F2>
Effective February 28, 1995, Christian R. Guntner resigned his
positions with the Company.
<F3>
Reflects bonus earned during the fiscal year. In some instances
all or a portion of the bonus was paid during the next fiscal
year.
<F4>
Options to acquire shares of Common Stock.
<F5>
Consists of term life and disability insurance premiums paid on
behalf of Mr. Herman.
<F6>
Consists of $4,620, $2,249 and $2,182 in contributions to the
Company's 401(k) plan for 1994, 1993 and 1992, respectively, and
$2,323, $3,354 and $3,354 for term life and disability insurance
premiums paid on behalf of Mr. Guntner for 1994, 1993 and 1992,
respectively.
<F7>
Consists of $4,620, $2,249 and $2,182 in contributions to the
Company's 401(k) plan for 1994, 1993 and 1992,respectively, and
$4,108, $4,832 and $3,840 for term life and disability insurance
premiums paid on behalf of Mr. Weis for 1994, 1993 and 1992,
respectively.
</FN>
</TABLE>
<TABLE>
Stock Options Granted During 1994
<CAPTION>
Individual Grants
% of
Potential Realizable Value
Options at
Assumed Annual Rates
Granted to Exercise of Stock
Price Appreciation
Options All Price Expiration For
Five Year Option Term
Name Granted<F3> Employees Per Share Date
5% 10%
<S> <C> <C> <C> <C>
<C> <C>
David L. Herman 60,000 12.5% 1.625 8/23/99
29,010 59,525
James J. Weis 60,000 12.5% 1.625 8/23/99
29,010 59,525
All Shareholders<F3> N/A N/A 1.625 N/A
7,026,165 14,416,988
Named officers' gain as %
of all shareholders' gain N/A N/A N/A N/A
.83% .83%
<FN>
<F1>
The potential gain is calculated from the closing
price of Common Stock on August 23, 1994, the
date of grants to executive officers. These
amounts represent certain assumed rates of
appreciation only. Actual gains, if any, on
stock option exercises and Common Stock holdings
are dependent on the future performance of the
Common Stock and overall market conditions.
There can be no assurance that the amounts
reflected in this table will be achieved.
<F2>
Based on the number of shares outstanding at
December 31, 1994.
<F3>
Options granted under the Company's 1993 Long-Term Incentive Plan expire
Five years from the date of grant.
</FN>
</TABLE>
<TABLE>
Aggregated Stock Options Exercised in 1994
and December 31, 1994 Option Values
<CAPTION>
Exercised in 1994 Unexercised at December 31, 1994 <F1>
Shares Value Number of Options Value of Options
Name of Executive Acquired Realized Exercisable Unexercisable Exercisable<F2>
Unexercisable
<S> <C> <C> <C> <C> <C>
<C>
David L. Herman - - 180,000 - 187,500
- -
Christian R. Guntner - - 420,000 - 442,500
- -
James J. Weis - - 180,000 - 187,500
- -
<FN>
<F1>
These values are based on the December 31, 1994,
closing price for the Company's stock on the New York Stock
Exchange of $2.375 per share.
<F2>
This represents the aggregate value of "in-the-money"
stock options as of December 31, 1994.
</FN>
</TABLE>
Retirement Income Plan
Effective December 31, 1993, benefits under the Publicker
Retirement Plan (the "Plan") were frozen. Accordingly, Plan
participants will accumulate no additional credited service and
earnings subsequent to December 31, 1993 will no longer have an
impact on accumulated benefits. The annual benefits payable upon
retirement for Messrs. Weis, Herman and Guntner are $23,831,
$12,287 and $10,088, respectively. The foregoing amounts are based
on a straight life annuity. Retirement benefits are payable at age
65 to married employees in the form of a 50% joint and survivor
annuity with their spouses, at a reduced amount, unless they elect
to receive a straight life annuity. Single employees receive a
straight life annuity. The foregoing benefit amounts are not
subject to any deduction for Federal Insurance Contributions Act or
other offset amounts.
Stock Option Plans
Under stock option plans for directors, officers and key
employees adopted by shareholders of the Company in 1987, 1988,
1989 and 1991, the Company has been authorized to grant
nonqualified stock options to purchase up to 3,500,000 shares of
Common Stock. Under the 1993 Long-Term Incentive Plan and the Non-employee
Director Stock Option Plan adopted by shareholders of the
Company in 1994, the Company may grant stock options, restricted
stock options, stock appreciation rights, performance awards and
other stock-based awards equivalent to up to 3,550,000 shares of
Common Stock.
The plans are administered by the Board of Directors of the
Company. Subject to the express provisions of the plans, the Board
of Directors has full and final authority to determine the terms of
all options granted to key employees under the plans including (a)
the purchase price of the shares covered by each option, (b)
whether any payment will be required upon grant of the option, (c)
the individuals to whom, and the time at which, options shall be
granted, (d) the number of shares to be subject to each option, (e)
when an option can be exercised and whether in whole or in
installments, (f) whether the exercisability of the options is
subject to risk of forfeiture or other condition and (g) whether
the stock issued upon exercise of an option is subject to
repurchase by the Company, and the terms of such repurchase.
The term of options granted to directors shall be five years
from the date of grant and shall be immediately exercisable. Under
the 1987, 1988, 1989 and 1991 plans, the term of all other options
shall be for such period as the Board of Directors shall
determine, but shall not in any event exceed 12 years from the date
of the option's grant. Under the 1993 Long-Term Incentive Plan,
the term of options granted shall be prescribed by the Board of
Directors provided, however, that no stock option may be exercised
after five years from the date it is granted.
During the year ended December 31, 1994, no stock options were
granted to or exercised by any executive officers of the Company
other than options granted under the 1993 Long-Term Incentive Plan
and the Non-employee Director Stock Option Plan.
<PAGE>
Employment and Change in Control Agreements
In August, 1987, the Company entered into change in control
agreements with each of Messrs. Freund, Goldsmith, Herman and Weis,
which agreements provide for payments to them under certain
circumstances following a change in control of the Company. These
agreements were not adopted in response to any specific acquisition
of shares of the Company or any other event threatening to bring
about a change in control of the Company. For purposes of the
agreements, a change in control is defined as any of the following:
(i) the Company ceasing to be a publicly owned corporation having
at least 2,000 shareholders, (ii) any person or group acquiring in
excess of 30% of the voting power of the Company's securities,
(iii) Continuing Directors (as defined below) ceasing for any
reason to constitute at least a majority of the Board of Directors,
(iv) the Company merging or consolidating with any entity, unless
approved by a majority of the Continuing Directors, or (v) the sale
or transfer of a substantial portion of the Company's assets to
another entity, unless approved by a majority of the Continuing
Directors. For purposes of the agreements, "Continuing Director"
means Messrs. Freund, Goldsmith, Herman, Cohn and Schafran, and any
other director designated as such prior to his election as a
director by a majority of the then remaining Continuing Directors.
In the event the Company discontinues the services (as defined
below) of one of the above-named individuals as a director or
officer, as the case may be, following a change in control, the
individual will be entitled to receive in a lump sum within 10 days
of the date of discontinuance, a payment equal to 2.99 times the
individual's average annual compensation for the shorter of (i) the
most recent five years or (ii) the period the individual received
compensation from the Company for personal services. Assuming a
change in control of the Company and the discontinuance of an
individual's services were to occur at the present time, payments
in the following amounts (assuming there are no excess parachute
payments, as defined below) would be made pursuant to the change in
control agreements: Mr. Freund -- $831,409; Mr. Goldsmith --
$831,409; Mr. Herman -- $584,237 and Mr. Weis -- $1,056,490. In
the event such payment is considered to be part of an "excess
parachute payment" (as defined in the Internal Revenue Code of
1986, as amended (the "Code")), the individual is entitled to
receive an additional payment in an amount which when added to the
initial payment results in a net benefit to the individual (after
giving effect to excise taxes imposed by Section 4999 of the Code
and income taxes on such additional payment) equal to the initial
payment before such additional payment. The Company shall be
deemed to have discontinued an individual's services if any of the
following occurs: (i) he is terminated as a director or employee of
the Company, as the case may be, for any reason other than
conviction of a felony or any act of fraud or embezzlement, his
disability for six consecutive months or his death, (ii) failure to
elect and maintain him in the office or directorship, as the case
may be, which he now occupies, (iii) reduction in his salary or
fringe benefits, (iv) a change in his place of employment or
excessive travel, or (v) other substantial, material and adverse
changes in conditions under which the individual's services are to
be rendered. Since the change in control agreements would require
large cash payments to be made by any person or group effecting a
change in control of the Company absent the assent of a majority of
the Continuing Directors, these agreements may discourage hostile
takeover attempts by persons wishing to acquire the Company.
The change in control agreements would have expired on December
31, 1994 but have been and will continue to be automatically
extended for a period of one year on each December 1, unless
terminated by either party prior to any such December 1. In the
event a change in control occurs during the term of any of the
agreements, including any extension thereof, the term of such
agreements shall be extended to three years from the date of such
change in control.
The Company has entered into an agreement with Mr. Weis which
provides that in the event his employment is terminated without
cause or the place of his employment is moved to a location which
is an unreasonable commuting distance from Greenwich, Connecticut,
he will receive a continuation of salary payments and benefits for
a one year period.
<PAGE>
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that
might incorporate future filings, including the Proxy Statement in
whole or in or part, the following report and the Performance Graph
shall not be incorporated by reference into any such filing.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors,
consisting entirely of outside directors, approves all of the
policies under which compensation is paid or awarded to the
Company's executive officers. The present members of the
Compensation Committee are Jay S. Goldsmith, Clifford B. Cohn and
L. G. Schafran. The Company's compensation program for executive
officers currently consists of salary and bonuses and periodic
grants of nonqualified stock options. The elements of this program
have different purposes. Salary and bonus payments are primarily
designed to reward current and past performance while stock option
grants are designed to provide strong incentives for long-term
future performance, and are generally forfeited should the
executive officer leave the Company before retirement. All stock
option grants are made under the Company's stock option plans which
have been approved by the Company's shareholders or are subject to
approval of such plans by the Company's shareholders. The granting
of stock options is directly linked to the shareholders' interests
since the value of the grants will increase or decrease based upon
the future price of the Company's stock.
In determining the executive compensation to be paid or granted
during 1994, the Committee considered several factors. These
included the assessment of the future objectives and challenges
facing the Company as well as the significant problems the Company
has been dealing with during 1994, particularly its ongoing
environmental litigation. In view of the Company's efforts to
achieve profitability, the Committee's actions have been guided
less on quantitative measures of operating results than on other
goal directed endeavors such as the Company's acquisitions and
dispositions, elimination and rationalization of underperforming
operations and the efforts of the executive personnel to bring
about improvements in the operations and profitability of the
Company's subsidiaries. The Committee's decisions concerning the
compensation of individual executive officers during 1994 were made
in the context of historical practices and the current competitive
environment together with the need to attract and retain highly
qualified executives who will be best able to achieve the successes
needed by the Company. The Committee also considered the fact that
the Company has had only three executive officers and the effect
this has on their workload and diversity of responsibilities.
BASES FOR CHIEF EXECUTIVE OFFICER COMPENSATION
In 1994, Mr. Herman received total cash payments of $202,500 in
salary and bonus (as shown in the Summary Compensation Table
above). In addition, options to purchase 60,000 shares of Common
Stock were granted to Mr. Herman during 1994 under the Company's
1993 Long-Term Incentive Plan. The Compensation Committee
considered these 1994 payments appropriate in light of Mr. Herman's
considerable knowledge and expertise with regard to manufacturing
related operations and his knowledge and historical perspective of
the Company's problems and issues. The Committee noted Mr.
Herman's considerable efforts to revitalize the Company and his
direct involvement in the significant transactions of the Company
both during 1994 and in prior years.
This report is submitted by the members of the Compensation
Committee of the Board of Directors.
Compensation Committee
Jay S. Goldsmith
Clifford B. Cohn
L. G. Schafran
<PAGE>
FIVE YEAR PERFORMANCE GRAPH: 1989 - 1994
The annual changes for the five year period from 1989 through
1994 are based on the assumption that $100 had been invested in
Publicker stock and each index on December 31, 1989 (as required by
SEC rules), and that all quarterly dividends were reinvested at the
average of the closing stock prices at the beginning and end of the
quarters. The total cumulative dollar returns shown in the graphs
represent the value that such investments would have had on
December 31, 1994.
Comparison of Five Year Cumulative Return Among the Company,
a Broad Market Index* and a Peer Group Index**
1989 1990 1991 1992 1993 1994
Publicker 100 42 29 42 58 100
Peer Group 100 92 116 103 125 96
Composite 100 93 120 125 143 142
* Based on Media General Composite Index.
** Based on Media General Multi-industry Group of 12 companies with market
capitalization of under $100 million.
The peer group index is based on all companies contained
in the Multi-industry Group of Media General Financial Services with a
market capitalization of under $100 million as of December 31,
1994. The returns of each component issuer of the peer group have
been weighted according to the respective issuer's stock market
capitalization at the beginning of each period for which a return
is indicted. This group was selected since the diversity of the
Company's operations does not place it within any more specific
industry group. In addition, the market capitalization criteria
was applied to eliminate from comparison those multi-industry
companies that are extremely large, such as ITT Corporation. The
resulting peer group consists of the following twelve companies for
1994: American Pacific Corp., ARC International Corp., Challenger
International Ltd., Drew Industries Inc., Katy Industries, Met-Pro
Corporation,(Pacific Dunlop Ltd.) (ADR), Quixote Corp., SL Industries
Inc., Somerset Group Inc.,(TCC Industries, Inc.) and Wellstead
Industries Inc. The companies shown in parentheses are new to this
peer group during 1994. The following companies that were included
in this peer group for 1993 were no longer included in the peer
group for 1994: Ball Corp., Bell Industries Inc., Core Industries
Inc., Linsay Manufacturing Co., Nortek Inc., Ogden Corp., Sherwood
Corporation, Telecom Corporation, Teleflex Inc. and Thermo Power
Corp.
<PAGE>
PROPOSAL 2.
APPROVAL OF OPTION EXTENSION
Background
On April 12,1985, a group of investors represented by Balfour
Investors Inc. (formerly known as Balfour Securities Corporation
("Balfour"), a merchant banking firm that was then engaged in a
general securities brokerage business, purchased 1,600,000 shares
of Common Stock of the Company for $4 million. Harry I. Freund and
Jay S. Goldsmith are Chairman and President, respectively, and the
only shareholders of Balfour. This amount was immediately applied
to reduce the Company's working capital deficit. At that time,
Messrs. Freund and Goldsmith were appointed to the Board of
Directors of the Company as was David L. Herman, who later became
President of the Company on March 31, 1986. In connection with
that transaction, Balfour purchased from the Company, for $400,
options to purchase an additional 400,000 shares of the Company's
Common Stock at a price of $2.50 per share (the "Options"). On July
24, 1985, Balfour sold one-half of the Options to each of Messrs.
Freund and Goldsmith. The Options originally had a term of five
years which was subsequently extended to ten years.
Extension
On March 8, 1995, the Directors Compensation Committee of the
Board of Directors, which reviews the compensation of the directors
of the Company, considered extending the term of the Options for a
period of five years, expiring April 12, 2000. The Committee
determined that it would be in the best interests of the Company to
extend the term of the Options and recommended to the Board of
Directors that it do so, subject to the approval of the
stockholders of the Company. At its March 8, 1995 meeting, the
Board of Directors received the report of the Committee and
unanimously (with Mr. Freund abstaining as to his Options and Mr.
Goldsmith abstaining as to his Options) adopted the recommendation
of the Committee. Upon approval of the stockholders, each of Mr.
Freund and Mr. Goldsmith would hold Options to purchase 200,000
shares of Common Stock at $2.50 per share, for an aggregate
exercise price of $500,000. On March 8, 1995, and April 10, 1995,
the closing sales prices of the Common Stock on the New York Stock
Exchange were $2.25 and $2.00, respectively, per share.
Description of Options
Each of the Options represents the right to purchase one share
of Common Stock of the Company at a price of $2.50 per share in
cash. If the proposed extension is approved by stockholders, the
Options may be exercised in whole at any time and in part from time
to time until 5:00 p.m. New York City time on Apri1 12, 2000. The
exercise price per share, number of shares and kind of shares to be
issued upon exercise of the Options is subject to adjustment from
time to time in the event of a stock dividend, stock split, reverse
stock split, reclassification of the Common Stock, merger,
consolidation, sale, lease or conveyance of all or substantially
all of the property of the Company, issuance or sale of shares of
Common Stock (or rights to subscribe for, options to purchase, or
securities convertible into or exchangeable for Common Stock) for
consideration per share (including the exercise or conversion
price) less than the then current exercise price or the then
current market price per share, or a dividend of assets or
indebtedness of the Company of a per share value in excess of 5% of
the then current market price per share of the Common Stock. The
Options are transferable, subject to compliance with applicable
securities laws. The provisions of the Options may not be amended
without the consent of the Company and the holder of the Options.
Vote Required for Approval
The term of the Options will not be extended unless the holders
of a majority of the shares of Common Stock, represented in person
or by proxy at the Annual Meeting, vote in favor of the proposal,
provided that the total vote cast represents over 50% of all shares
entitled to vote.
The Board of Directors recommends a vote FOR the proposal to
approve the extension of the term of the Options.
<PAGE>
PROPOSAL 3.
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors of the Company has appointed Arthur
Andersen LLP as independent accountants to audit the books and
accounts of the Company for the year ending December 31, 1995, and
recommends that the appointment of such auditors be ratified by the
shareholders.
Representatives of Arthur Andersen LLP, the Company's principal
accountants for the most recently completed and the current fiscal
years, are expected to be present at the meeting, and will be
available to respond to questions.
SHAREHOLDER PROPOSALS
Any proposals by shareholders of the Company intended to be
included in the Company's Proxy Statement relating to the Company's
1996 Annual Meeting of Shareholders must be in writing and received
by the Company at its principal executive office no later than
December 29, 1995.
GENERAL
Management of the Company does not know of any matters other
than the foregoing that will be presented for consideration at the
Annual Meeting. However, if other matters properly come before the
Annual Meeting it is the intention of the persons named in the
enclosed proxy to vote thereon in accordance with their judgment.
The entire cost of soliciting management proxies will be borne
by the Company. Proxies will be solicited by mail and may be
solicited personally by directors, officers or regular employees of
the Company, who will not be compensated for their services. In
order to support the Board of Directors nominees and the other
proposal herein and to help insure the presence of a quorum, the
Company has retained the services of Morrow & Co., Inc. as proxy
solicitor to assist in the solicitation of proxies for this
meeting. The fees payable to Morrow & Co., Inc. in connection with
this solicitation are estimated to be $4,000. The Company will
reimburse banks, brokerage firms, and other custodians, nominees
and fiduciaries for reasonable expenses incurred in sending proxy
material to their principals and obtaining their proxies.
THE COMPANY WILL PROVIDE TO ANY SHAREHOLDER OF RECORD AT THE
CLOSE OF BUSINESS ON APRIL 14, 1995, WITHOUT CHARGE, UPON WRITTEN
REQUEST TO THE SECRETARY OF THE COMPANY, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
1994.
By Order of the Board of Directors
ANTONIO L.DELISE, Secretary
April 21, 1995
<PAGE>
PUBLICKER INDUSTRIES INC.
PROXY
PROXY SOLICITED BY BOARD OF DIRECTORS
for the Annual Meeting of Shareholders
The undersigned hereby appoints HARRY I. FREUND and JAY S. GOLDSMITH or
either
of them, with full power of substitution, proxies to vote, unless such authority
is withheld, all shares
registered in the name of the undersigned of Common Stock of Publicker
Industries Inc. (the
"Company") that the undersigned would be entitled to vote at the Annual Meeting
of Shareholders
of the Company to be held at the Carlyle Hotel, 35 East 76th Street, East
Trianon Suite, 2nd Floor,
New York, New York at 10:00 a.m. on May 23, 1995, and any adjournments thereof,
with all powers
the undersigned would possess if personally present, for the election of
directors and on all other
matters described in the Proxy Statement or which otherwise come before the
Meeting in the
discretion of the Board of Directors.
This Proxy when properly executed will be voted in the manner directed
herein. If no
instruction to the contrary is indicated, this Proxy will be voted FOR the
election of the
Directors named in proposal 1 and FOR proposals 2 and 3.
1. ELECTION OF DIRECTORS: Harry I. Freund, Jay S. Goldsmith, David L. Herman,
Clifford B. Cohn, L.G. Schafran, James J. Weis
__ FOR all nominees listed above (except as marked to the contrary hereon).
__ WITHHOLD AUTHORITY to vote for all nominees listed hereon.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's
name in the space provided below.)
2. To approve the extension of the term of certain options held by Harry I.
Freund and by Jay S. Goldsmith.
__FOR __AGAINST __ABSTAIN
3. To ratify the selection of Arthur Andersen LLP as auditors for the fiscal
year ending
December 31, 1995.
__ FOR __ AGAINST __ ABSTAIN
4. In their discretion, to act upon such other business as may properly be
brought before the
Meeting or any adjournment thereof.
(Continued and to be signed and dated on the reverse side.)
NOTE: Your signature should
conform with your name as it
appears hereon. If signing as
attorney, executor, administrator,
trustee or guardian, please give
your full title as such. If stock is
owned by a partnership or
corporation, please indicate your
capacity in signing the Proxy. If
stock is held in joint ownership, all
co-owners must sign.
___________________________________________
Signature
___________________________________________
Signature if held jointly
Dated:_______________________________, 1995
PLEASE MARK, DATE, SIGN AND
RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED
ENVELOPE.
P
R
O
X
Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
