Exhibit Index
on Page 4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): August 15, 1997
PUBLICKER INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 1-3315 23-0991870
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
One Post Road, Fairfield, Connecticut 06430
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203 254-3900
(Former name or former address, if changed since last report.)
<PAGE>
Item 5.Other Events.
On January 5, 1989, Publicker Industries Inc. (the
"Company") filed a registration statement (File No. 33-9344) on
Form S-3 and Post-Effective Amendment No. 1 to Form S-1 (the
"Registration Statement") with the Securities and Exchange
Commission (the "Commission") relating to the offering, pursuant
to Rule 415 under the Securities Act of 1933, as amended, of
3,686,400 and 1,228,800 shares of common stock, par value $.10 per
share ("Common Stock"), of the Company issuable upon the exercise
of the Company's Common Stock Purchase Warrants and Underwriter's
Warrants, respectively. The Registration Statement was
subsequently amended by pre-effective amendments filed February 9,
1989 and February 14, 1989 and a post-effective amendment filed
May 15, 1992.
On August 14, 1997, the Company filed with the
Commission a Prospectus pursuant to Rule 424(b) (the "424(b)
Prospectus") relating to the issuance and sale of 1,082,420 and
1,228,800 shares of Common Stock issuable upon the exercise of the
Company's Common Stock Purchase Warrants and Underwriter's
Warrants, respectively, which shares were previously registered
under the Registration Statement, as amended. In connection with
the filing of the 424(b) Prospectus, the Company is filing certain
exhibits as part of this Form 8-K. See "Item 7. Financial
Statements and Exhibits."
Item 7.Financial Statements and Exhibits.
(a) - (b)Not applicable.
(c)The following Exhibits are filed as a part
of this Report:
Exhibit No. Exhibit
4.1 Form of Amendment No. 1 to Warrant
Agreement, dated August 13, 1997,
between Publicker Industries Inc. and
Publicker Industries Inc., as Warrant
Agent.
4.2 Form of Amendment No. 1 to Warrant
Agreement, dated August 13, 1997,
between Publicker Industries Inc. and
Harry I. Freund and Jay S. Goldsmith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
PUBLICKER INDUSTRIES INC.
Date: August 15, 1997 /S/ Antonio L. DeLise
Antonio L. DeLise
Vice President and Chief
Financial Officer<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page No.
4.1 Form of Amendment No. 1 to Warrant Agreement,
dated August 13, 1997, between Publicker
Industries Inc. and Publicker Industries Inc., as
Warrant Agent.
4.2 Form of Amendment No. 1 to Warrant Agreement,
dated August 13, 1997, between Publicker
Industries Inc. and Harry I. Freund and Jay S.
Goldsmith.
<PAGE>
EXHIBIT 4.1
__________________________________________________________________
AMENDMENT NO. 1
TO
WARRANT AGREEMENT
BETWEEN
PUBLICKER INDUSTRIES INC.
AND
PUBLICKER INDUSTRIES INC.,
as Warrant Agent
___________________
Dated as of August 13, 1997
__________________________________________________________________
Common Stock Purchase Warrants<PAGE>
AMENDMENT NO. 1 TO WARRANT AGREEMENT, dated as of August 13, 1997,
between PUBLICKER INDUSTRIES INC., a Pennsylvania corporation (the
"Company"), and PUBLICKER INDUSTRIES INC., a Pennsylvania
corporation, as Warrant Agent (the "Warrant Agent").
The Company previously issued Common Stock Purchase
Warrants (the "Warrants") to purchase up to an aggregate of
3,600,000 shares of its Common Stock in connection with a public
offering by the Company of Units, each consisting of $1,000
principal amount of the Company's 13% Subordinated Notes due
December 15, 1996 and 120 Warrants, which offering commenced on
December 17, 1986.
In connection therewith, the Company and J. Henry
Schroder Bank & Trust Company ("Schroder"), as warrant agent,
entered into a Warrant Agreement dated as of December 15, 1986 in
respect of the Warrants (the "Original Warrant Agreement").
The Company has succeeded Schroder as Warrant Agent
under the Original Warrant Agreement.
The Company has approved a modification of the
Warrants, and in connection therewith, the Company and the Warrant
Agent desire to amend the Original Warrant Agreement pursuant to
Section 19 thereof as set forth herein.
In consideration of the premises and for the purpose
of defining the terms and provisions of the Warrants and the
respective rights and obligations thereunder of the Company and
the registered owners of the Warrants, as modified, the Company
and the Warrant Agent hereby agree as follows:
SECTION 1. Amendments to the Original Warrant
Agreement.
(a)All references in the Original Warrant Agreement
to the Warrant Agent's offices in New York City shall be deemed
references to the Warrant Agent's offices in Fairfield,
Connecticut.
(b)Section 5.1 of the Original Warrant Agreement is
hereby amended in its entirety to read as follows:
5.1. Terms of Warrants. Subject to the
terms of this Agreement, each Holder shall have the
right, which may be exercised until 5:00 p.m. New York
City time on July 2, 2002, to purchase from the
Company the number of fully paid and nonassessable
Warrant Shares which the Holder may at the time be
entitled to purchase on exercise of such Warrants.
(c)Section 5.4 of the Original Warrant Agreement is
hereby amended in its entirety to read as follows:
5.4 Warrant Price. The price per share at
which Warrant Shares shall be purchasable upon
exercise of Warrants (the "Warrant Price") shall be as
set forth below for the applicable period, subject to
adjustment pursuant to Section 9 hereof:
Exercise Price per Share
Period of Common Stock
Qualifying Exercise Expiration Date (as
defined in Section 5.5) -
July 2, 1998 $2.00
July 3, 1998 - July 2, 1999 $2.10
July 3, 1999 - July 2, 2000 $2.20
July 3, 2000 - July 2, 2001 $2.30
July 3, 2001 - July 2, 2002 $2.40
(d)New Section 5.5 is hereby added to the Original
Warrant Agreement:
5.5 Required Exercise. In order to
retain the Warrants, each Holder must exercise at any
time after August 14, 1997 but prior to 5:00 p.m., New
York City time, on September 15, 1997 (the "Qualifying
Exercise Expiration Date"), at the current exercise
price of $1.95 per share of Common Stock, at least
twenty-five percent (25%) (the "Requisite Percentage")
of the Warrants owned by such Holder as of
December 15, 1996. Any Holder who exercises the
Requisite Percentage of such Holder's Warrants in
accordance with the foregoing, will retain the
remaining Warrants held by such Holder. If a Holder
of Warrants fails to exercise the Requisite Percentage
of such Warrants prior to the Qualifying Exercise
Expiration Date, all of such Holder's Warrants will
thereafter be void.
(e)The first sentence of Section 17 of the Original
Warrant Agreement is hereby amended in its entirety to read as
follows:
Any notice pursuant to this Agreement by the Company
or by any Holder to the Warrant Agent, or by the
Warrant Agent or by an Holder to the Company, shall be
in writing and shall be mailed first class, postage
prepaid, or delivered (a) to the Company at its office
at One Post Road, Fairfield, Connecticut 06430,
Attention: Chief Financial Officer; or (b) to the
Warrant Agent, to Publicker Industries Inc., as
Warrant Agent, Attention Chief Financial Officer at
its office at One Post Road, Fairfield, Connecticut
06430.
(f)The Form of Warrant Certificate attached as
Exhibit A to the Original Warrant Agreement is hereby deleted and
replaced with Exhibit A attached to this Amendment No. 1.
SECTION 2. Reference to and Effect on the Original
Warrant Agreement.
(a) On and after the date hereof, each reference in
the Original Warrant Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Original Warrant
Agreement, and each reference in all other agreements entered into
in connection with the Original Warrant Agreement to "thereunder",
"thereof" or words of like import referring to the Original
Warrant Agreement, shall mean and be a reference to the Original
Warrant Agreement as amended hereby.
(b) Except as specifically amended above, the
Original Warrant Agreement is and shall continue to be in full
force and effect and is hereby in all respects ratified and
confirmed.
SECTION 3. Applicable Law. This Amendment No. 1
shall be governed by and construed in accordance with paragraph 18
of the Original Warrant Agreement.
SECTION 4. Headings. The headings of the Sections of
this Amendment No. 1 are inserted for convenience only and shall
not be deemed to constitute a part thereof.
SECTION 5. Counterparts. More than one counterpart
of this Amendment No. 1 may be executed by the parties hereto, and
each fully executed counterpart shall be deemed an original.
SECTION 6. Capitalized Terms. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed
thereto in the Original Warrant Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this
Amendment No. 1 to be duly executed as of the day, month and year
first above written.
PUBLICKER INDUSTRIES INC.
By:
_____________________________
Name:
Title:
(CORPORATE SEAL)
Attest:
____________________________
PUBLICKER INDUSTRIES INC., as
warrant agent
By:
_____________________________
Name:
Title:
(CORPORATE SEAL)
Attest:
____________________________<PAGE>
EXHIBIT A
No. PIW COMMON STOCK PURCHASE WARRANTS WARRANTS
** **
VOID AFTER 5:00 P.M. NEW YORK TIME ON JULY 2, 2002
PUBLICKER INDUSTRIES INC.
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
CUSIP 744635-12-9
THIS CERTIFIES THAT, for value received
** **
the registered holder of this Common Stock Purchase Warrant
(the "Warrant") or registered assigns the (the "Holder"), is
entitled to purchase from Publicker Industries Inc., a
Pennsylvania corporation (the "Company"), at any time until
5:00 p.m. New York City time on July 2, 2002, at the purchase
price per share (the "Warrant Price") set forth below, the
number of shares of Common Stock of the Company (the
"Common Stock"), which is equal to the number of Warrants set
forth above multiplied by 1.024. The purchase price per
share for the applicable period is as follows:
September 15, 1997 to July 2, 1998 $2.00
July 3, 1998 to July 2, 1999 $2.10
July 3, 1999 to July 2, 2000 $2.20
July 3, 2000 to July 2, 2001 $2.30
July 3, 2001 to July 2, 2002 $2.40
The number of shares purchasable upon exercise of
this Warrant and the Warrant Price per share shall be
subject to adjustment and reset from time to time as set forth
in the Warrant Agreement referred to below, and these
Warrants are subject to repurchase by the Company on
the terms and conditions contained in such Warrant
Agreement. The Warrants are subject to redemption by the
Company for $1.25 per Warrant at any time after December 23,
1986 except that the Warrants may not be so redeemed unless
the closing price (as determined in accordance with
Section 9.1 (e) of the Warrant Agreement) for the Common Stock
of the Company on any 20 trading days within a period of
30 consecutive trading days ending no more than five days
prior to the date upon which notice or redemption is first
mailed is at least 150% of the exercise price of the Warrant
in effect on that day.
This Warrant may be exercised in whole or in part
by presentation of this Warrant with the Purchase Form on the
reverse side hereof duly executed and simultaneous
payment of the Warrant Price (subject to adjustment ) at the
principal office of the Company, acting as its own
Warrant Agent, in Fairfield, CT. Payment of such price
shall be made at the option of the holder hereof in cash or by
check.
The Warrant is one of a duly authorized issue of
Warrants evidencing the righ to purchase an aggregate of up
to 4,140,000 shares of Common Stock and is issued under and
in accordance with a Warrant Agreement dated as of December
15, 1986, between the Company and J. Henry Schroder Bank &
Trust Company, as amended, and is subject to the terms and
provisions contained in the Warrant Agreement, to all of
which the Holder of this Warrant by acceptance hereof
consents. A copy of the Warrant Agreement may be
obtained for inspection by the Holder hereof upon written
request to the Warrant Agent.
Upon any partial exercise of this Warrant, there shall be
countersigned and issued to the Holder hereof a new Warrant in
respect of the shares of Common Stock as to which this Warrant
shall not have been exercised. This Warrant may be exchanged
at the office of the Warrant Agent by surrender of this
Warrant properly endorsed either separately or in
combination with one or more other Warrants for one or more
new Warrants entitling the holder thereof to purchase the
same aggregate number of shares as were purchasable on exercise
of the Warrant or Warrants exchanged. No fractional
shares will be issued upon the exercise of this Warrant but
the Company shall pay the cash value of any fraction upon the
exercise of one or more Warrants. This Warrant is
transferable at the office of the Warrant Agent, in the
manner and subject to limitations set forth in the
Warrant Agreement.
The Holder hereof may be treated by the Company, the
Warrant Agent and all other persons dealing with this
Warrant as the absolute owner hereof for any purpose and as
the person entitled to exercise the rights represented hereby,
or to the transfer hereof as the owner for all purposes.
This Warrant does not entitle any Holder hereof to
any of the rights of a shareholder of the Company.
This Warrant shall not be valid or obligatory for any
purpose until it shall have been countersigned by the
Warrant Agent.
DATED:
PUBLICKER INDUSTRIES INC.
BY ATTEST
PRESIDENT SECRETARY<PAGE>
Notice of the redemption will be given in The Wall Street
Journal (national edition) or, if such edition is no longer
published, in a newspaper of general circulation in New York City.
PUBLICKER INDUSTRIES INC.
PURCHASE FOR
MAILING ADDRESS
The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the within Warrant for, and to
purchase thereunder, shares
of the stock provided for therein, and tenders herewith payment of
the purchase price in full in the form of cash or by check in the
amount of $ .
The undersigned requests that certificates for such shares be
issued in the name of:
(Please Print Name, Address and Social Security No.)
and, if said number of shares shall not be all the shares
purchasable thereunder, thanta new Warrant Certificate for the
balance remaining of the shares purchasable under the within Warrant
Certificate be registered in the name of the undersigned
Warrantholder or his Assignee as below indicated and delivered to
the address stated below:
DATED: __________________
Name of Warrantholder or Assignee:
(Please Print)
Address:
Signature:
Signature Guarantee: NOTE: The above signature must
correspond with the name as
written upon the face of this
Warrant Certificate in every
particular, without alteration or
enlargement or any change
whatever, unless this Warrant has
been assigned.
ASSIGNMENT
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
(Name and Address of Assignee Must be Printed or Typewritten)
the within Warrants, together with all right, title
and interest therein and does hereby irrevocably constitute and
appoint
to transfer said Warrants on the books of the Company, with full
power of substitution in the premises and if said number of Warrants
shall not be all the Warrants represented by the Warrant
Certificate, a new Warrant Certificate is to be issued in the name
of said undersigned for the balance remaining of the Warrants
represented by said Warrant Certificate.
Dated:
(Signature of Registered Holder)
NOTE: The above signature must
correspond with the name as written
on the face of this Warrant Certificate
in every particular, without
alteration or enlargement.
Signature Guaranteed: <PAGE>
EXHIBIT 4.2
____________
AMENDMENT NO. 1
TO
WARRANT AGREEMENT
BETWEEN
PUBLICKER INDUSTRIES INC.
AND
HARRY I. FREUND AND JAY S. GOLDSMITH
___________________
Dated as of August 13, 1997
__________________________________________________________________
<PAGE>
AMENDMENT NO. 1 TO WARRANT AGREEMENT, dated as of
August 13, 1997, between PUBLICKER INDUSTRIES INC., a Pennsylvania
corporation (the "Company"), and Harry I. Freund and Jay S.
Goldsmith (each such individual, and each other registered holder of
Warrants (as defined below) in accordance with the Original Warrant
Agreement (as defined below) being referred to herein as a
"Holder").
The Company previously issued Common Stock Purchase
Warrants to purchase up to an aggregate of 3,600,000 shares of its
Common Stock in connection with a public offering (the "Offering")
by the Company of Units, each consisting of $1,000 principal amount
of the Company's 13% Subordinated Notes due December 15, 1996 and
120 Warrants, which offering commenced on December 17, 1986.
In connection therewith, the Company issued 1,200,000
warrants (the "Warrants") to Drexel Burnham Lambert Incorporated
("DBL") as partial consideration for DBL acting as the underwriter
for the Offering, and the Company and DBL entered into a Warrant
Agreement dated as of December 17, 1986 (the "Original Warrant
Agreement").
The Warrants were previously transferred by DBL to
Messrs. Harry I. Freund and Jay S. Goldsmith.
The Company has approved a modification of the Warrants,
and in connection therewith, the parties hereto desire to amend the
Original Warrant Agreement pursuant to Section 18 thereof as set
forth herein.
In consideration of the premises and the mutual
agreements set forth herein and in the Original Warrant Agreement
and for other good and valuable consideration, the parties hereto
agree as follows:
SECTION 1. Amendments to the Original Warrant
Agreement.
(a)Section 5.1(a) of the Original Warrant Agreement
is hereby amended in its entirety to read as follows:
(a)Each Warrant entitles the registered
owner thereof to purchase 1.024 shares of Common Stock
at any time until 5:00 p.m., New York time, on July 2,
2002 (the "Expiration Date") at a purchase price per
share (the "Warrant Price") set forth below for the
applicable period (subject to adjustment):
<PAGE>
Exercise Price per Share
Period of Common Stock
Qualifying Exercise Expiration Date (as
defined in Section 5.1(e)) -
July 2, 1998 $2.00
July 3, 1998 - July 2, 1999 $2.10
July 3, 1999 - July 2, 2000 $2.20
July 3, 2000 - July 2, 2001 $2.30
July 3, 2001 - July 2, 2002 $2.40
(b)Section 5.1(e) is hereby added to the Original
Warrant Agreement:
(e)In order to retain the Warrants, each
Holder must exercise at any time after August 14, 1997
but prior to 5:00 p.m., New York City time, on September
15, 1997 (the "Qualifying Exercise Expiration Date"), at
the current exercise price of $1.95 per share of Common
Stock, at least twenty-five percent (25%) (the
"Requisite Percentage") of the Warrants owned by such
Holder as of December 15, 1996. Any Holder who
exercises the Requisite Percentage of such Holder's
Warrants in accordance with the foregoing, will retain
the remaining Warrants held by such Holder. If a Holder
of Warrants fails to exercise the Requisite Percentage
of such Warrants prior to the Qualifying Exercise
Expiration Date, all of such Holder's Warrants will
thereafter be void.
(c)The first sentence of Section 14 of the Original
Warrant Agreement is hereby amended in its entirety to read as
follows:
Any notice pursuant to this Agreement to be given or
made by the registered holder of any Warrant to or on
the Company shall be sufficiently given or made if sent
by first class, postage prepaid, addressed as follows:
Publicker Industries Inc., One Post Road, Fairfield,
Connecticut 06430, Attention: Chief Financial Officer.
(d)The Form of Warrant Certificate attached as
Exhibit A to the Original Warrant Agreement is hereby deleted and
replaced with Exhibit A attached to this Amendment No. 1.
SECTION 2. Reference to and Effect on the Original
Warrant Agreement.
(a) On and after the date hereof, each reference in
the Original Warrant Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Original Warrant
Agreement, and each reference in all other agreements entered into
in connection with the Original Warrant Agreement to "thereunder",
"thereof" or words of like import referring to the Original Warrant
Agreement, shall mean and be a reference to the Original Warrant
Agreement as amended hereby.
(b) Except as specifically amended above, the Original
Warrant Agreement is and shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed.
SECTION 3. Applicable Law. This Amendment No. 1 shall
be governed by and construed in accordance with paragraph 15 of the
Original Warrant Agreement.
SECTION 4. Headings. The headings of the Sections of
this Amendment No. 1 are inserted for convenience only and shall not
be deemed to constitute a part thereof.
SECTION 5. Counterparts. More than one counterpart of
this Amendment No. 1 may be executed by the parties hereto, and each
fully executed counterpart shall be deemed an original.
SECTION 6. Capitalized Terms. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed
thereto in the Original Warrant Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this
Amendment No. 1 to be duly executed as of the day, month and year
first above written.
PUBLICKER INDUSTRIES INC.
By:
_____________________________
Name:
Title:
(CORPORATE SEAL)
Attest:
____________________________
______________________________
Harry I. Freund
______________________________
Jay S. Goldsmith<PAGE>
EXHIBIT A
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF
COMMON STOCK (OR OTHER SECURITIES) ISSUABLE UPON EXERCISE MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH
ACT RELATING TO THE DISPOSITION OF SECURITIES) OR (iii) AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT AND AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY WITH RESPECT TO SUCH EXEMPTION.
No. U-
VOID AFTER 5:00 P.M. NEW YORK CITY
TIME ON JULY 2, 2002
Warrant Certificate
Warrants
THIS CERTIFIES THAT for value received,
, the registered holder hereof or registered assigns (the
"Holder"), is the owner of the number of Warrants set forth above,
each of which entitles the owner thereof to purchase at any time
until 5:00 P.M., New York time on July 2, 2002, 1.024 fully paid and
nonassessable shares of the Common Stock, par value $.10 per share
(the "Common Stock"), of Publicker Industries
Inc. a Pennsylvania corporation (the"Company"), at the purchase
price per share (the 'Warrant Price") as follows:
September 15, 1997 to July 2, 1998 $2.00
July 3, 1998 to July 2, 1999 $2.10
July 3, 1999 to July 2, 2000 $2.20
July 3, 2000 to July 2, 2001 $2.30
July 3, 2001 to July 2, 2002 $2.40
Payment of the Warrant Price may be made in cash, by certified or
official bank check or any combination thereof. As provided in the
Warrant Agreement referred to below, the Warrant Price and the
number or kind of shares which may be purchased upon the exercise of
the Warrants evidenced by this Warrant Certificate are, upon the
happening of certain events, subject to modification, adjustment and
reset.
This Warrant Certificate is subject to, and entitled to
the benefits of all of the terms, provisions and conditions of an
agreement dated December 17, 1986 (the 'Warrant Agreement") between
the Company and Drexel Burnham Lambert Incorporated, as amended,
which Warrant Agreement is hereby incorporated herein by reference
and made a part hereof and to which Warrant Agreement reference is
hereby made for a full description of the rights, limitations of
rights, obligations, duties and immunities hereunder of the Company
and the holders of the Warrant certificates. Copies of the Warrant
Agreement are on file at the principal office of the Company.
The Holder hereof may be treated by the Company and all
other persons dealing with this Warrant Certificate as the absolute
owner hereof for any purpose and as the person entitled to exercise
the rights represented hereby, or to the transfer hereof on the
books of the Company, any notice to the contrary notwithstanding,
and until such transfer on such books, the Company may treat the
Holder hereof as the owner for all purposes.
This Warrant Certificate, with or without other Warrant
certificates upon surrender at the principal office of the Company,
may be exchanged for another Warrant Certificate or Warrant
Certificates of like tenor and date evidencing Warrants entitling
the Holder to purchase a like aggregate number of shares of Common
Stock as the Warrants evidenced by the Warrant Certificate or
Warrant Certificates surrendered entitled such holder to purchase.
If this Warrant Certificate shall be exercised in part, the Holder
shall be entitled to receive upon surrender hereof another Warrant
Certificate or Warrant Certificates for the number of whole Warrants
not exercised.
No fractional shares of Common Stock will be issued upon
the exercise of any Warrant or Warrants evidenced hereby, but in
lieu thereof a cash payment will be made, as provided in the Warrant
Agreement.
No holder shall be entitled to vote or receive dividends
or be deemed the holder of Common Stock or any other securities of
the Company which may at any time be issuable on the exercise hereof
for any purpose, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon such Holder, as
such, any of the rights of a shareholder of the Company or any right
to vote for the election of directors or upon any matter submitted
to shareholders at any meeting thereof or to give or withhold
consent to any corporate action (whether upon any recapitalization,
issue of stock, reclassification of stock, change of par value or
change of stock to no par value, consolidation, merger, conveyance,
or otherwise) or except as provided in the Warrant Agreement, to
receive notice of meetings, or to receive dividends or subscription
rights or otherwise, until the Warrant or Warrants evidenced by this
Warrant Certificate shall have been exercised and the Common Stock
purchasable upon the exercise thereof shall have become deliverable
as provided in the Warrant Agreement.
IN WITNESS WHEREOF, Publicker Industries Inc. has caused
this Warrant Certificate to be signed by its President or a Vice
President.
PUBLICKER INDUSTRIES INC.
By___________________
James J. Weis, President
& Chief Executive Officer
PURCHASE FORM
(To be executed upon exercise of Warrant)
To: PUBLICKER INDUSTRIES INC.
The undersigned hereby irrevocably elects to exercise
the right of purchase represented by the within Warrant Certificate
for, and to purchase thereunder, shares of Common Stock, as provided
for therein, and tenders herewith payment of the purchase price in
full in the form of cash or a certified or official bank check in
the amount of $
Please issue a certificate or certificates for such
shares of Common Stock in the name of, and pay any cash for any
fractional share to:
PLEASE INSERT SOCIAL
SECURITY NUMBER OR
OTHER IDENTIFYING
NUMBER OF ASSIGNEE
Name_________________________________
Address_______________________________
_______________________________
Signature______________________________
NOTE: The above signature should correspond exactly with the name on
the face of this Warrant Certificate or with the name of
assignee appearing in the assignment form below.
And, if said number of shares shall not be all the shares
purchasable under the within Warrant Certificate, a new Warrant
Certificate is to be issued in the name of said undersigned for the
balance remaining of the shares purchasable thereunder less any
fraction of a share paid in cash.
Dated:___________,______
<PAGE>
ASSIGNMENT
(To be executed only upon assignment of Warrant Certificate)
For value received, _______________________________________hereby
sells, assigns and
transfers unto ______________________________________the within
Warrant Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
attorney, to transfer said Warrant Certificate on the books of the
within-named Company, with full power of substitution in the
premises.
Dated:_________, ______
NOTE: The above signature should correspond exactly with the name on
the face of this Warrant Certificate.
