SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
_________________
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____.
Commission file number 1-3315
PUBLICKER INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
23-0991870
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
1445 East Putnam Avenue, Old Greenwich, Connecticut 06870
(Address of principal
executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 637-4500
Securities Registered Pursuant to Section 12(b) of the Act:Title of
each class
Name of each exchange on which registered
Common Stock ($.10 par value) See Item 5
Rights to Purchase Class A Preferred Stock, First Series
Securities Registered Pursuant To Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K. X
As of January 31, 1997, the aggregate market value of the voting
common stock held by non-affiliates of the registrant was
$21,407,986.
Number of shares of Common Stock outstanding as of January 31,
1997: 15,380,585
Documents Incorporated By Reference: None
PART III
Items 10,11, 12 and 13 are hereby amended in their entirety as
follows:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT
The Company currently has six
directors, all of whom were elected at the Annual Meeting of
Shareholders held on August 21, 1996. All directors serve until the
next election of directors or until their successors are chosen and
have qualified.
Set forth below as to each
director nominated for reelection as a director of the Company is
information regarding age (as of March 31, 1997), position with the
Company, principal occupation, business experience, period of
service as a director of the Company and directorships currently
held.
HARRY I. FREUND: Age 57;
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 and Vice Chairman
of the Board of Directors of Equitable Bag Co., Inc.
JAY S. GOLDSMITH: Age 53;
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 and Chairman of the Board
of Directors of Equitable Bag Co., Inc.
DAVID L. HERMAN: Age 83;
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. Mr. Herman is a director of Equitable Bag Co.,
Inc.
CLIFFORD B. COHN: Age 45;
Director of the Company since July 31, 1980. Vice President of
Government Affairs of the Company from April 1, 1982 to November 20,
1984. Since 1977, 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 58; 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.,
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, Chairman of the Board of Delta-Omega
Technologies, Inc. and Chairman of the Executive Committee of Dart
Group Corp.
JAMES J. WEIS: Age 48; 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, Executive Vice President - Finance in August 1989 and
President, Chief Executive Officer and Director in March 1995.
The information with respect to
the executive officers of the Company required by this item is set
forth in Item 1A of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth
information concerning the cash compensation, stock options and
retirement benefits provided to the Company's 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.
Summary Compensation Table
Annual Compensation Long-Term Compensation
Awards Payouts
Other Restricted
Annual Stock
Name and Principal Position Year Salary Bonus(1) Compensation Awards
James J. Weis 1996 $325,000 $200,000 $ - $ -
President, Chief Executive 1995 315,737 130,000 - -
Officer and Director 1994 233,750 100,000 - -
Options/ All Other
SAR's (#)(2) LTIP Payouts Compensation
100,000 $ - $9,698 (3)
100,000 - 9,641 (3)
60,000 - 8,728 (3)
Other Restricted
Annual Stock
Antonio L. DeLise (5) Year Salary Bonus(1) Compensation Awards
Vice President, Chief
Financial Officer and 1996 149,561 85,000 - -
Secretary 1995 98,438 40,000 - -
Options/ All Other
SAR's (#)(2) LTIP Payouts Compensation
50,000 - 8,148 (4)
25,000 - 2,100 (4)
(1)Reflects bonus earned during the fiscal year. In some instances all
or a portion of the bonus was paid during the next fiscal year.
(2)Options to acquire shares of Common Stock.
(3)Consists of $4,750, $4,620 and $4,620 in contributions to the
Company's 401(k) plan for 1996, 1995 and 1994, respectively, and
$4,948 $5,021 and $4,108 for term life and disability insurance
premiums paid on behalf of Mr. Weis for 1996, 1995 and 1994,
respectively.
(4)Consists of $4,750 in contributions to the Company's 401(k) plan for
1996 and $3,398 and $2,100 for term life and disability insurance
payments paid on behalf of Mr. DeLise for 1996 and 1995, respectively.
(5)Mr. DeLise joined the Company in April 1995.
Stock Options Granted During 1996
Potential
Realizable Value
Individual Grants
Potential Realizable Value
% of Options at Assumed Annual Rates of
Options Granted to all Exercise Price Stock Price Appreciation
Name Granted(3) Employees Per Share Expiration For Five Year Option Term (1)
Date 5% 10%
James J. Weis 100,000 54.1% $1.5625 8/21/01 $43,169 $95,392
Antonio L. DeLise 50,000 27.0% 1.5625 8/21/01 21,584 47,696
All Shareholders(2) N/A N/A N/A N/A 6,630,578 14,651,844
Named officers' gain as % N/A N/A N/A N/A .98% .98%
of all shareholders' gain
(1) The potential gain is calculated from the closing price of
Common Stock of $1.5625 per share on August 21, 1996, the date
of grant 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.
(2) Based on the number of shares outstanding at December 31, 1996.
(3) Options granted under the Company's 1993 Long-Term Incentive Plan
expire five years from the date of grant.
Aggregated Stock Options Exercised in 1996
and December 31, 1996 Option Values
Exercised in 1996 Unexercised at December 31, 1996
Shares Value Number of Options Value ofIn-the-Money Options (1)
Acquired Realized Exercisable Unexercisable Exercisable Unexercisable
Name of Executive
James J. Weis 60,000 $ 86,250 320,000 - $ - $ -
Antonio L. DeLise - - 75,000 - - -
(1)These values are based on the December 31, 1996 closing price for the
Company's stock on the OTC Bulletin Board of $1.4375 per share.
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 Mr. Weis is $23,831. The foregoing amount is 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 amount is not subject
to any deduction for Federal Insurance Contributions Act or other
offset amounts.
Stock Option Plans
Under the 1991 Stock Option Plan for directors, officers and key
employees adopted by shareholders of the Company in 1992, the
Company has been authorized to grant nonqualified stock options to
purchase up to 750,000 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. To date, the Company has
granted only stock options pursuant to such plans.
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 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.
Under the 1991 Stock Option Plan, the term of 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. Under the Non-employee Director Stock Option
Plan, on July 1 of each year commencing with July 1, 1994, the
Chairman of the Board and Vice Chairman of the Board shall each
automatically receive an option to purchase for five years 125,000
shares of common stock and each other non-employee director shall
automatically receive an option to purchase for five years 30,000
shares of common stock.
During the year ended December 31, 1996, no stock options were
granted to any executive officers of the Company other than options
granted under the 1993 Long-Term Incentive Plan. During such year,
the Company granted 100,000 options to Mr. Weis and 50,000 options
to Mr. DeLise. During 1996, the following directors and officers
exercised options: Mr. Freund -- 125,000; Mr. Goldsmith -- 125,000;
Mr. Weis -- 60,000; Mr. Cohn -- 30,000; and Mr. Schafran -- 30,000.
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, Schafran and Weis, 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
five years preceding the change in control, 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 --
$891,207; Mr. Goldsmith -- $891,207; Mr. Herman -- $560,593 and Mr.
Weis -- $1,278,402. In the event any such payment, either alone or
together with others made in connection with the individual's
discontinuance, is considered to be 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 an employee of the Company 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 which he now occupies, (iii)
failure of the Board of Directors to include him in the slate of
directors recommended to stockholders, (iv) a reduction in his
salary or fringe benefits, (v) a change in his place of employment
or excessive travel or (vi) 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 of the Company.
The change in control agreements would have expired on December
1, 1996 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 automatically
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 is considered terminated by reason of a change in Mr. Weis'
duties which would require him to relocate his principal residence,
he will receive a continuation of salary payments and all other
employee benefits then provided him until the earlier of one year
from the date of notice of termination or the date upon which he
begins full-time employment with a new employer.
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 this Form 10-K in whole
or in 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 qualified and 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. 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 1996, the Committee considered several factors. These
included the assessment of the future objectives and challenges
facing the Company as well as the subsidiary dispositions which were
consummated in 1996. 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 1996 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 two executive officers and the effect this has
on their workload and diversity of responsibilities.
BASES FOR CHIEF EXECUTIVE OFFICER COMPENSATION
In 1996, Mr. Weis received total cash payments of $525,000 in
salary and bonus (as shown in the Summary Compensation Table above).
In addition, options to purchase 100,000 shares of Common Stock were
granted to Mr. Weis during 1996 under the Company's 1993 Long-Term
Incentive Plan. The Compensation Committee considered the 1996
compensation appropriate in light of his performance with respect to
implementing strategic initiatives for the Company. The Committee
noted Mr. Weis' considerable efforts to revitalize the Company, his
direct involvement in the significant transactions of the Company
during 1996 and his knowledge and historical perspective of the
Company's problems and issues.
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: 1991 - 1996
The annual changes for the five year period from 1991 through
1996 are based on the assumption that $100 had been invested in
Publicker common stock and each index on December 31, 1991 (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, 1996.
1991 1992 1993 1994 1995 1996
Publicker 100 107 147 253 253 153
Peer Group 100 134 142 106 106 115
Composite 100 104 119 118 153 185
*Based on Media General Composite Group
**Based on Media General Multi-industry Group of 13 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, 1996.
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
indicated. 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. The resulting peer group consists of the
following thirteen companies for 1996: American Pacific Corp., ARC
International Corp., Autocam Corp., Intelect Communications System
Ltd., Met-Pro Corporation, Pacific Dunlop Ltd. ADR, Prime Equities
International, Quixote Corp., SL Industries Inc., Somerset Group
Inc., TCC Industries, Inc., Triton Group Ltd. and Tyler Corp. There
were no additions to this peer group during 1996. Drew Industries
Inc. was removed from the peer group for 1996.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Directors who were not officers of the Company, other than
Messrs. Freund and Goldsmith, are paid $2,500 per month for services
as directors 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.
Pursuant to informal arrangements with the Company, Messrs.
Freund and Goldsmith each receive annual compensation at the rate of
$325,000 per year as Chairman and Vice Chairman of the Board,
respectively, and for providing certain services described below.
The arrangements have indefinite terms and are terminable at any
time by either party. The compensation received by them is approved
from time to time by the Directors Compensation Committee of the
Board of Directors, consisting of David L. Herman, Clifford B. Cohn
and L.G. Schafran.
Messrs. Freund and Goldsmith provide advice and counsel to the
Company on a variety of strategic and financial matters, including
business acquisitions and divestitures, raising capital and
shareholder relations. Messrs. Freund and Goldsmith do not render
any services in connection with the day-to-day operations of the
Company. Services are provided on a less than full time basis, with
the amount of time varying depending on the activities in which the
Company is engaged from time to time. The arrangements with the
Company do not provide for a minimum amount of time to be spent on
Company matters.
Messrs. Freund, Goldsmith, Herman and Weis 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 "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 an informal
Consulting Agreement pursuant to which Mr. Herman will render
consulting services to the Board of Directors of the Company. The
Consulting Agreement has an indefinite term and provides for a
monthly consulting fee at a rate of $20,000 per year. The services
to be rendered to the Company by Mr. Herman include consultation on
acquisitions and divestitures, litigation and other matters. 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. Messrs. Freund and 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 40% 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 40% 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 payable by Balfour under the License
Agreement is $7,724 per month through September 30, 1999 and $8,312
per month thereafter.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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. See "Item 13 Certain Relationships and Related Party
Transactions".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of March 31, 1997, 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.
All information with respect to beneficial ownership has been
furnished to the Company by the respective shareholders of the
Company.
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership(1) Percent of Class
Harry I. Freund 2,225,772 (2) 13.7%
c/o Balfour Investors, Inc.
620 Fifth Avenue
Rockefeller Center
New York, NY 10020
Jay S. Goldsmith 2,227,272 (3) 13.7%
c/o Balfour Investors, Inc.
620 Fifth Avenue
Rockefeller Center
New York, NY 10020
Kirr, Marbach & Company LLC 1,149,100 (4) 7.9%
621 Washington Street
P.O. Box 1729
Columbus, IN 47201-1729
Foreign & Colonial Management 1,112,750 (5) 7.7%
Limited and Hypo Foreign & Colonial Management (Holdings)
Limited
Exchange House
Primrose Street
London EC2 ANY, 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: 500,000 shares through the exercise of
stock options and l,064,960 shares through the exercise of stock
purchase warrants. Also includes 310,875 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. The common
stock purchase warrants, which were to expire on December 15,
1996 or December 17, 1996, have been extended subject to the
approval of the Company's shareholders.
(3) Includes shares of Common Stock which may be acquired by Mr. Goldsmith
within 60 days as follows: 500,000 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 held by Mr. Goldsmith's spouse over which
Mr. Goldsmith has shared voting and investment power but as
to which he disclaims any beneficial interest, and includes
310,875 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. The common stock purchase warrants, which were to
expire on December 15, 1996 or December 17, 1996, have been
extended subject to the approval of the Company's shareholders.
(4) Based on a statement on Schedule 13G filed with the Securities and
Exchange Commission on February 10, 1997, and Amendment No. 1 thereto
filed on April 8, 1997. Kirr, Marbach & Company LLC ("Kirr Marbach")
is a general partner in three limited partnerships, 621 Partners,
L.P., R. Weil & Associates L.P. and Appleton Associates L.P., which
hold the shares. Kirr Marbach has sole power to vote and direct the
vote and sole power to dispose or to direct the disposition of such
shares held by the partnerships.
(5) Based on a statement on Schedule 13G filed with the Securities and
Exchange Commission on February 3, 1995. Foreign & Colonial
Management Limited and Hypo Foreign & Colonial Management (Holdings)
Limited have shared power to vote and direct the vote and shared power
to dispose or to direct the disposition of such shares.
SECURITY OWNERSHIP OF MANAGEMENT
The following information is furnished as of March 31, 1997 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 as of
Common Stock as of Percent
Name Position March 31, 1997 (1) of Class (1)
Harry I. Freund Director and Chairman 2,225,772 (1) 13.7%
of the Board
Jay S. Goldsmith Director and Vice 2,227,272 (3) 13.7%
Chairman of the Board
James J. Weis President, Chief 384,500 (4) 2.6%
Executive Officer and
Director
Clifford B. Cohn Director 250,949 (5) 1.7%
David L. Herman Director 281,200 (6) 1.9%
L.G. Schafran Director 322,690 (7) 2.2%
Antonio L. DeLise Vice President, Chief 75,000 (8) Less than 1%
Financial Officer and
Secretary
All directors, nominees and officers as
a group (7 persons) 5,767,383 (9) 30.1%
(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 to the table under "Security Ownership of Certain
Beneficial Owners".
(3) See Note 3 to the table under "Security Ownership of Certain
Beneficial Owners".
(4) Includes 320,000 shares which may be acquired by Mr. Weis within 60
days through the exercise of stock options.
(5) Includes 220,000 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. The common stock purchase warrants, which were to expire
on December 15, 1996 or December 17, 1996, have been extended subject
to the approval of the Company's shareholders.
(7) Includes shares of Common Stock which may be acquired by Mr. Schafran
within 60 days as follows: 220,000 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 held by Mr. Schafran's spouse over which Mr. Schafran has
shared voting and investment power but as to which he disclaims any
beneficial interest. The common stock purchase warrants, which
were to expire on December 15, 1996 or December 17, 1996, have
been extended subject to the approval of the Company's shareholders.
(8) Consists of shares which may be acquired by Mr. DeLise within 60 days
through the exercise of stock options.
(9) Includes shares of Common Stock which may be acquired by such persons
within 60 days as follows: 2,415,000 shares through the exercise of
stock options and 2,242,560 shares through the exercise of stock
purchase warrants. The common stock purchase warrants, which were to
expire on December 15, 1996 or December 17, 1996, have been extended
subject to the approval of the Company's shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Employment and Change of Control Agreements" and "Information
concerning the Board of Directors" in Item 11 and Notes 2 and
3 to the table under "Security Ownership of Certain Beneficial
Owners" in Item 12 for information with respect to information
required by this Item.
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned,
hereunto duly authorized.
PUBLICKER INDUSTRIES INC.
(Registrant)
Date April 29, 1997 By: /s/ JAMES J. WEIS
James J. Weis, President,
Chief Executive Officer and
Director
