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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)
Publicker Industries Inc.
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(NAME OF ISSUER)
Common Stock, $.10 par value
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(TITLE OF CLASS OF SECURITIES)
744635103
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(CUSIP NUMBER)
Joel I. Greenberg, Esq.
Kaye, Scholer, Fierman, Hays & Handler, LLP
425 Park Avenue
New York, New York 10022
(212) 836-8201
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
May 20, 1998
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(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 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 1,894,169
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,500
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,894,169
10 SHARED DISPOSITIVE POWER
302,375
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,196,544
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1%
14 TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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AMENDMENT NO. 10 TO SCHEDULE 13D
This Amendment No. 10, dated June 2, 1998, to Schedule 13 (this
"Statement") is filed on behalf of Jay S. Goldsmith and amends Schedule 13D
filed on behalf of Mr.Goldsmith, as previously amended and restated in its
entirety by Amendment No. 9 filed with the Securities and Exchange Commission on
March 10, 1995 (the "Schedule 13D"), relating to the common stock, $.10 par
value (the "Common Stock") of Publicker Industries Inc., a Pennsylvania
corporation (the "Company").
Items 1, 2 and 3 of the Schedule 13D are hereby amended, and Item 5 of
the Schedule 13D is hereby amended and restated in its entirety, as follows:
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock of the Company. The address
of the Company's principal executive offices is One Post Road, Fairfield,
Connecticut 06430.
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, 620 Fifth Avenue, New York, New York 10020.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On May 20, 1998, Mr. Goldsmith purchased 125,000 shares of Common
Stock pursuant to the exercise of stock options, at an exercise price of $1.50
per share, for an aggregate purchase price of $187,500. Mr. Goldsmith
used his personal funds for the foregoing purchase of Common Stock.
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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, and the rules and regulations thereunder, to
own beneficially 2,196,544 or 15.1%, of the Company's 13,141,607 shares of
Common Stock outstanding as of such date, 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. The shares beneficially owned also include
1,500 shares of Common Stock held by Mr. Goldsmith's wife, 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
300,875 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. 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 during the past 60 days.
Except as to the shares of the Company's Common Stock held by his wife
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.
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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: June 2, 1998
/s/ Jay S. Goldsmith
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Jay S. Goldsmith
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