SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
Publicker Industries Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
744635103
(CUSIP Number)
Joel I. Greenberg, Esq.
Kaye, Scholer, Fierman, Hays & Handler, LLP
425 Park Avenue
New York, New York 10022
(212) 836-8201
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 1998
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment continuing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
(Page 1 of 5)
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CUSIP NO. 744635103 SCHEDULE 13D Page 2 of 5 Pages
1 NAMES OF REPORTING PERSONS Jay S. Goldsmith
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,088,859
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 1,250
PERSON WITH
9 SOLE DISPOSITIVE POWER
2,088,859
10 SHARED DISPOSITIVE POWER
294,125
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,382,984
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
14 TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 11 TO SCHEDULE 13D
This Amendment No. 11, dated October 13, 1998, to Schedule
13D (this "Statement") is filed on behalf of Jay S. Goldsmith and
amends Schedule 13D filed on behalf of Mr. Goldsmith, as previously
amended by Amendment No. 10 filed with the Securities and Exchange
Commission on June 2, 1998 (the "Schedule 13D"), relating to the
common stock, $.10 par value (the "Common Stock") of Publicker
Industries Inc., a Pennsylvania corporation (the "Company").
Item 3 of the Schedule 13D is hereby amended, and Item 5 of
the Schedule 13D is hereby amended and restated in its entirety, as
follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On the following dates, Mr. Goldsmith purchased the
following numbers of shares of Common Stock at the prices set forth
below:
Date of Purchase Number of Shares Purchased Purchase Price Per Share
8/7/98 10,500 $1.8879
8/11/98 1,500 $1.8208
8/12/98 4,000 $1.925
8/13/98 2,500 $1.80
8/14/98 33,750 $1.7519
8/18/98 2,500 $1.80
8/26/98 7,000 $1.8208
8/27/98 8,500 $1.9267
8/28/98 750 $1.9979
8/31/98 17,000 $1.9875
9/4/98 5,290 $1.925
9/24/98 17,100 $2.9346
9/25/98 1,250 $3.05
10/1/98 47,550 $3.415
10/9/98 10,500 $3.425
10/12/98 25,000 $3.5083
Mr. Goldsmith used his personal funds for the foregoing purchases
of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the close of business on the date of this Statement,
Mr. Goldsmith may be deemed, pursuant to Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations thereunder, to own beneficially
2,382,984 shares of Common Stock , including shares of Common Stock
which may be acquired by Mr. Goldsmith within 60 days as follows:
666,912 shares through the exercise of stock options and 714,240
shares through the exercise of stock purchase warrants. Such
shares constitute 16.2% of the 14,672,749 shares of Common Stock
outstanding as of such date, calculated in accordance with Rule
13d-3 under the Exchange Act. The shares beneficially owned also
include 1,250 shares of Common Stock held by Mr. Goldsmith's
spouse, as to which Mr. Goldsmith has shared voting and investment
power but disclaims beneficial ownership. In addition, the shares
of Common Stock beneficially owned include 292,875 shares(1) that may
be deemed to be owned beneficially by Mr. Goldsmith which are held
by Balfour Investors Incorporated ("Balfour") for its clients in
discretionary accounts, as to which Mr. Goldsmith disclaims
beneficial ownership. Messrs. Goldsmith and Harry I. Freund are
President and Chairman, 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.
See Item 3 above for a description of any transactions in
Common Stock that were effected since August 1, 1998.
Except as to the shares of the Company's Common Stock held
by his spouse and 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.
____________________
(1) Amendment No. 10 to the Schedule 13D incorrectly reported the number
of shares held by Balfour as 300,875 due to a computational error.
<PAGE>
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.
Date: October 13, 1998
/s/ Jay S. Goldsmith
Jay S. Goldsmith
