SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
Publicker Industries Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
744635103
(CUSIP NUMBER)
Allan R. Williams, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036
(212) 969-3220
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 8, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this statement because of Rule 13d-1
(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the
statement.
<PAGE>
CUSIP No. 744635103
13D
1 NAME OF REPORTING Jay S. Goldsmith
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,634,177
BENEFICIALLY
0WNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,634,177
10 SHARED DISPOSITIVE POWER
361,345
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,955,522
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Note: Pursuant to Rule 101(a)(2)(ii) of Regulation S-T, this
first electronic amendment to a paper format Schedule
13D restates the entire text of the Schedule 13D.
Item 1. Security and Issuer
This Statement relates to the common stock, par value
$.10 per share ("Common Stock"), of Publicker Industries Inc., a
Pennsylvania corporation (the "Company"). The address of the
Company's principal executive offices is 1445 East Putnam Avenue,
Old Greenwich, Connecticut 06870.
Item 2. Identity and Background
The person filing this Statement is Jay S. Goldsmith.
Mr. Goldsmith is Vice Chairman, President and co-owner of Balfour
Investors Incorporated ("Balfour"), a registered broker-dealer.
Mr. Goldsmith's business address is Balfour Investors
Incorporated, 45 Rockefeller Plaza, New York, New York 10111.
During the last five years Mr. Goldsmith has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Goldsmith used his personal funds to purchase the
shares of Common Stock and options and warrants to purchase
Common Stock owned directly by him. The aggregate purchase price
was $344,282.40, consisting of (i) $74,433.75 paid for shares of
Common Stock held by Mr. Goldsmith, (ii) $6,947.45 paid for
shares of Common Stock held by Mr. Goldsmith's spouse and
children, as to which Mr. Goldsmith disclaims beneficial
ownership, (iii) $2,000 paid for an option to purchase 200,000
shares of Common Stock at an exercise price of $2.50 per share,
(iv) $41,401 paid for warrants to purchase 92,160 shares of
Common Stock at an exercise price of $1.92 per share, (v)
$176,000 paid for warrants to purchase 327,680 shares of Common
Stock at an exercise price of $1.92 per share, (vi) $16,300 paid
for warrants to purchase 30,720 shares of Common Stock at an
exercise price of $1.92 per share held by Mr. Goldsmith's spouse,
as to which Mr. Goldsmith disclaims beneficial ownership, and
(vii) $27,000 paid for warrants to purchase 614,140 shares of
Common Stock at an exercise price of $1.92 per share. This
amount does not include amounts paid by clients of Balfour for
the 329,125 shares of Common Stock Balfour holds for clients in
its discretionary accounts, as to which Mr. Goldsmith disclaims
beneficial ownership. In addition to those shares of Common
Stock and options and warrants to purchase Common Stock reported
as being purchased by Mr. Goldsmith above, Mr. Goldsmith holds
options to purchase 375,000 shares of the Company's Common Stock
at various prices per share pursuant to Publicker's Stock Option
Plans for which he paid no consideration.
On March 8, 1995, the Board of Directors of the Company
(with Mr. Goldsmith abstaining) extended the term of certain
options held by Mr. Goldsmith to purchase 200,000 shares of the
Company's Common Stock at an exercise price of $2.50 per share
from an expiration date of April 12, 1995 to April 12, 2000. The
extension of the term of these options was approved by the Board
of Directors subject to the approval of the Company's
shareholders.
Item 4. Purpose of Transaction
The acquisitions of the shares of Common Stock and
options and warrants to purchase Common Stock were made by Mr.
Goldsmith for investment purposes only.
Mr. Goldsmith intends continually to review his
investment in the Company and the business, operations, and
financial condition of the Company. Mr. Goldsmith may in the
future, depending upon his evaluation of the Company's business
and prospects, future developments, and other factors, seek to
exercise the options or warrants, or to sell part or all of the
shares of Common Stock, options or warrants of the Company held
by him or to purchase additional shares of the Common Stock,
options or warrants of the Company to obtain control of the
Company.
Mr. Goldsmith has no present plans or proposals which
relate to or would result in: (i) the acquisition by any person
of additional securities of the Company, or the disposition of
securities of the Company; (ii) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation,
involving the Company or any of its subsidiaries except in so far
as his duties as a director may lead him to examine such
possibilities; (iii) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; (iv) any change
in the present Board of Directors or management of the Company,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (v) any
material change in the present capitalization or dividend policy
of the Company; (vi) any other material changes in the Company's
business or corporate structure except in so far as his duties as
a director may lead him to examine such possibilities; (vii)
changes in the Company's charter, by-laws, or other instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (viii)
causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an interdealer exchange in an interdealer quotation
system of a registered national securities association; (ix) a
class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or (x) any action similar to any of those enumerated above.
Item 4 disclosure provisions regarding any plans or proposals to
make any changes in the Company's investment policy for which a
vote is required by Section 13 of the Investment Company Act of
1940 are inapplicable.
Mr. Goldsmith continues to hold the shares of Common
Stock and options and warrants to purchase Common Stock
beneficially owned by him for investment purposes.
Item 5. Interest in Securities of the Issuer
As of the close of business on March 8, 1995, Mr.
Goldsmith may be deemed, pursuant to Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, to own beneficially 1,995,522, or
12.3%, of the Company's 14,520,100 shares of Common Stock
outstanding as of September 30, 1994.
Except for the extension of the options described in
Item 3, there have been no transactions in the Company's Common
Stock effected in the last 60 days in which Mr. Goldsmith may be
deemed to have a beneficial interest.
Except as to the shares of the Company's Common Stock
held by Balfour for its discretionary clients, Mr. Goldsmith has
the sole power to vote and dispose of the shares of the Company's
Common Stock owned beneficially by him.
Item 6. Contracts, Arrangements, Understandings or Relationships
None.
Item 7. Material to be Filed as Exhibits
Not applicable.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this Statement is true, complete and correct.
Dated: March 9, 1995
____________________________
Jay S. Goldsmith
