<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
PUBLICKER INDUSTRIES INC.
-------------------------
(Name of Issuer)
Common Stock, $.10 par value
------------------------------
(Title of Class of Securities)
1-3315
---------------------
(Commission File No.)
23-0991870
---------------------
(I.R.S. Employer No.)
Gary N. Jacobs, Esq.
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP
2121 Avenue of the Stars, Eighteenth Floor
Los Angeles, California 90067
(310) 553-3000
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 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 which is the subject of this Schedule 13D, and is filing this
schedule 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 [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 containing 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 page(s))
<PAGE> 2
- -------------------------- -----------------
COMMISSION FILE NO. 1-3315 13 D PAGE 2 OF 9 PAGES
- -------------------------- -----------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Rossco Holdings Incorporated
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZEN OR PLACE OF ORGANIZATION Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 265,000
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH -------------------------------------------------------------
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
265,000
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
- -------------------------- -----------------
COMMISSION FILE NO. 1-3315 13 D PAGE 3 OF 9 PAGES
- -------------------------- -----------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Lodgeco Properties, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZEN OR PLACE OF ORGANIZATION Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 175,500
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH -------------------------------------------------------------
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
175,500
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
- -------------------------- -----------------
COMMISSION FILE NO. 1-3315 13 D PAGE 4 OF 9 PAGES
- -------------------------- -----------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Mill Equities Co.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZEN OR PLACE OF ORGANIZATION California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 141,700
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH -------------------------------------------------------------
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
141,700
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,700
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
- -------------------------- -----------------
COMMISSION FILE NO. 1-3315 13 D PAGE 5 OF 9 PAGES
- -------------------------- -----------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Triro Equities Co.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZEN OR PLACE OF ORGANIZATION Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 99,000
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH -------------------------------------------------------------
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
99,000
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.10 par value (the "Common
Stock"), of Publicker Industries Inc., a Pennsylvania corporation (the
"Issuer"). The address of the Issuer's principal executive offices is One Post
Road, Fairfield, Connecticut 06430.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Rossco Holdings Incorporated, a California
corporation ("RHI"), Lodgeco Properties, Ltd., a Texas limited partnership
("Lodgeco"), Mill Equities Co., a California general partnership ("Mill"), and
Triro Equities Co., a Texas general partnership ("Triro"). RHI, Lodgeco, Mill
and Triro are sometimes collectively referred to herein as the "Reporting
Persons."
The sole general partner of Lodgeco is RHI. The general partners of Mill
are the Leonard M. Ross Revocable Trust U/D/T 12/20/85 (the "Ross Trust"), RHI,
Lodgeco and Amero Management Co., a California general partnership ("Amero").
The general partners of Triro are RHI and the Ross Trust. The general partners
of Amero are the Ross Trust and Caesar Realty Co., a California joint venture
("Caesar"). The partners in Caesar are the Ross Trust, Leonard M. Ross and RHI.
The business address of each of RHI, Mill, Amero, Caesar and the Ross Trust
is 1011 1/2 N. Beverly Drive, Beverly Hills, California 90210. The business
address of Lodgeco and Triro is 701 University Drive, Suite 102, College
Station, Texas 77840.
The principal business activity of RHI and Lodgeco is the investment in and
the operation and ownership of real property. The principal business activity of
Mill, Triro, Amero and Caesar is investment activities.
The directors of RHI are Leonard M. Ross and Martha J. Kretzmer. Mr. Ross
is also the President and Ms. Kretzmer is the Vice President, Secretary and
Treasurer of RHI. The business address of Mr. Ross and Ms. Kretzmer is 1011-1/2
N. Beverly Hills Drive, Beverly Hills, California 90210. Mr. Ross' principal
occupation is the investment in and ownership of real estate, serving as
President of RHI and engaging in other investment activities. Ms. Kretzmer's
principal occupation is as an officer and director of RHI. Mr. Ross and Ms.
Kretzmer are citizens of the United States.
None of the Reporting Persons, the Ross Trust, Amero, Caesar, Ms. Kretzmer
nor Mr. Ross has been convicted in a criminal proceeding in the past five years.
None of the Reporting Persons, the Ross Trust, Amero, Caesar, Ms. Kretzmer nor
Mr. Ross is or was in the past five years subject to any judgment, decree, or
final order regarding any federal or state securities laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Commencing September 1989 and continuing through July 1996, the Reporting
Persons individually engaged in a series of acquisitions of the Issuer's Common
Stock, which acquisitions
Page 6 of 9
<PAGE> 7
were made for cash consideration from the Reporting Persons' respective
available working capital. The Reporting Persons collectively own an aggregate
of 681,200 shares of the Common Stock for an aggregate purchase price of
$1,228,691.82.
As of the time the last such acquisition was consummated, the aggregate
amount of the Issuer's Common Stock beneficially owned by the Reporting Persons
did not exceed 5% of the outstanding Common Stock. As a result of repurchases by
the Issuer of its Common Stock in 1996 and 1997, the Reporting Persons as a
group now own in excess of 5.2% of the outstanding shares of Common Stock, based
upon 13,141,607 shares outstanding as reported in the Issuer's Proxy Statement
for the July 14, 1998 Annual Meeting of Shareholders (the "Proxy Statement").
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Common Stock for investment purposes.
The Issuer's continued lack of direction and failure to take advantage of
approximately $79 million of income tax loss carryforwards, while nevertheless
paying substantial compensation to management and certain directors as again
shown in the Proxy Statement and 1997 Annual Report have caused the Reporting
Persons to become disillusioned. In a letter to Issuer dated July 2, 1998, a
copy which is attached hereto as Exhibit 1 hereto and incorporated herein by
reference, Leonard Ross criticized the Issuer's failure to make acquisitions or
engage in new businesses for the benefit of stockholders, especially considering
the approximate $79 million of income tax loss carry forwards, while at the same
time paying generous compensation packages to Harry I. Freund and Jay S.
Goldsmith, directors of the Issuer. According to the Proxy Statement, Messrs.
Freund and Goldsmith received cash compensation aggregating $650,000 and options
to purchase 250,000 shares of Common Stock in exchange for part time services to
the Issuer in which they are not required to devote even a minimum amount of
time to the Issuer's affairs. The Reporting Persons challenge the Issuer to
justify such arrangements.
In the future the Reporting Persons may suggest ways to enhance shareholder
value. In this regard, the Reporting Persons may propose one or more nominees to
the Board of Directors, however, the lack of cumulative voting would make the
election of any nominees difficult. In addition, the Reporting Persons may,
among other things, make proposals to be considered by shareholders (including
proposals to establish cumulative voting), and/or solicit proxies to support
such proposals and/or to replace the Board of Directors. In addition, the
Reporting Persons may propose or support, among other things, extraordinary
transactions involving the Issuer or its subsidiaries, changes in the Board of
Directors or management, changes in capitalization or dividend policies or other
material changes in the Issuer's business or corporate structure, or other
similar action. The Reporting Persons may also consider commencing litigation
against management and certain directors of the Issuer for among other things,
corporate waste and breach of fiduciary duty, and seek to recover the excessive
compensation paid to certain directors and cancel all or a portion of the
options issued to them. Depending on market conditions, the Reporting Persons
may purchase additional shares of Common Stock or dispose of shares of Common
Stock owned by them.
Page 7 of 9
<PAGE> 8
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons as a group beneficially own an aggregate of
681,200 shares of the Issuer's Common Stock, which represents
approximately 5.2% of the outstanding Common Stock based on 13,141,607
shares outstanding as reported in the Proxy Statement. The Common
Stock covered by this statement is held by the respective Reporting
Persons as follows: Lodgeco -- 175,500 shares (1.3%); Mill -- 141,700
shares (1.1%); RHI -- 265,000 shares (2.0%); Triro -- 99,000 shares
(0.8%).
(b) Each Reporting Person has the sole power to vote and dispose of the
shares it beneficially owns.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons are commonly owned and controlled by Mr. Ross. At
present, there are no contracts, arrangements or understandings between the
Reporting Persons or between the Reporting Persons and any other party with
respect to any securities of the Issuer. However, the Reporting Persons, acting
alone or in concert, may enter into arrangements designed to maximize their
shareholder value, including arrangements to transfer or vote securities of the
Issuer, give or withhold proxies, or otherwise maximize their voting or
investment power.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1 Letter dated July 2, 1998 from Leonard Ross to James J. Weiss,
Harry I. Freund and Jay S. Goldsmith.
2 Joint Filing Agreement, dated as of July 2, 1998, by and between
the Reporting Persons, with respect to their joint statement on
Schedule 13D.
</TABLE>
Page 8 of 9
<PAGE> 9
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: July 2, 1998
ROSSCO HOLDINGS INCORPORATED
a California corporation
By: /s/ LEONARD M. ROSS
-------------------------------------
Leonard M. Ross, President
LODGECO PROPERTIES, LTD.
a Texas limited partnership
By Rossco Holdings Incorporated
General Partner
By: /s/ LEONARD M. ROSS
-------------------------------------
Leonard M. Ross, President
MILL EQUITIES CO.
A California general partnership
By: /s/ LEONARD M. ROSS
-------------------------------------
Leonard M. Ross, President
TRIRO EQUITIES CO.,
A Texas general partnership
By: /s/ LEONARD M. ROSS
-------------------------------------
Leonard M. Ross, President
Page 9 of 9
<PAGE> 1
EXHIBIT 1
LEONARD M. ROSS
July 2, 1998
Mr. James J. Weis
Mr. Harry I. Freund
Mr. Jay S. Goldsmith
Publicker Industries Inc.
One Post Road
Fiarfield, Connecticut 06430
Dear Gentlemen:
I have been a shareholder of Publicker since 1989 and now beneficially own more
than 5% of the common stock. For the last few years I have watched the price of
the Publicker stock languish while the rest of the market has enjoyed tremendous
gains. During this time Publicker has disposed of many of its operations,
allegedly to consolidate operations and improve liquidity as well as to generate
funds to be used in connection with Publicker's acquisition strategy. Thus far,
Publicker has failed to make any acquisitions or articulate to the shareholders
its acquisition strategy.
I believe Publicker has approximately $79 million of tax loss carryforwards
available to it. These tax loss carry forwards should have provided significant
benefits to shareholders if management had been at all effective in making
appropriate acquisitions. Management has, however, done nothing to take
advantage of these tax loss carryforwards. Instead, management has spent over
$3.9 million in the last 18 months to repurchase its stock to further entrench
itself without providing any benefit to shareholders.
Although the shareholders have suffered, management and certain directors have
prospered. According to the recent Proxy Statement, Harry Freund and Jay
Goldsmith receive an aggregate of $650,000 per year for providing advice and
counsel to Publicker on acquisitions and other matters. In addition, Messrs.
Freund and Goldsmith receive options to purchase an aggregate of 250,000 shares
each year. The services provided by Messrs. Freund and Goldsmith are on a part
time basis and neither is required to devote any minimum amount of time to
Publicker matters. The Proxy Statement does not disclose the extent of the
services provided by Messrs. Freund or Goldsmith to justify this very generous
compensation, nor do Publicker's reports suggest that their services have been
effective to benefit shareholders. Indeed, Messrs. Freund and Goldsmith have
been generously compensated while shareholders have suffered. In addition to not
receiving any dividends for at least the last five years, shareholders have lost
almost half of the value of their investment over the last few years, not to
mention the cost of capital on the shareholders' investment. The shareholders
deserve an explanation of the services provided by Messrs. Freund and Goldsmith
and why they are entitled to such substantial
<PAGE> 2
Mr. James J. Weis
Mr. Harry I. Freund
Mr. Jay S. Goldsmith
July 2, 1998
Page 2
payments and options.
It is time that management began looking out for the interests of the
shareholders. Publicker's $13 million of cash place it in a strong position to
make significant acquisitions which could take advantage of the tax loss
carryforwards, thereby benefitting all shareholders.
More generally, it is incumbent upon you to set forth with particularity just
what it is you intend to do after all these years to increase shareholder value
as distinct from your personal net worth. If you are not willing to do this, I
believe it would be in the best interests of the shareholders for you to step
aside and turn the management over to persons who will act to increase
shareholder value.
Very truly yours,
/s/ LEONARD M. ROSS
Leonard M. Ross
<PAGE> 1
EXHIBIT 2
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the
Schedule 13D, and any amendments thereto with respect to the beneficial
ownership by the undersigned of shares of Publicker Industries, Inc. is being
filed on behalf of each of the undersigned. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: July 2, 1998
ROSSCO HOLDINGS INCORPORATED
a California corporation
By: /s/ LEONARD M. ROSS
-------------------------------------
Leonard M. Ross, President
LODGECO PROPERTIES, LTD.
a Texas limited partnership
By Rossco Holdings Incorporated
General Partner
By: /s/ LEONARD M. ROSS
-------------------------------------
Leonard M. Ross, President
MILL EQUITIES CO.
A California general partnership
By: /s/ LEONARD M. ROSS
-------------------------------------
Leonard M. Ross, President
TRIRO EQUITIES CO.,
A Texas general partnership
By: /s/ LEONARD M. ROSS
-------------------------------------
Leonard M. Ross, President
