UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
PUBLICKER INDUSTRIES INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
N/A
(2) Aggregate number of securities to which
transaction applies:
N/A
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
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<PAGE>
PUBLICKER INDUSTRIES INC.
Notice of 1998 Annual Meeting of Shareholders
June 10, 1998
To the Shareholders of Publicker Industries Inc.
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders of
Publicker Industries Inc. (the "Company") will be held at the offices of
Greenwald Industries, Inc., 212 Middlesex Avenue, Chester, CT, on July 14,
1998 at 10:00 a.m. for the following purposes:
1. To elect six directors to hold office until the annual meeting of
shareholders to be held in 1999 and until their respective successors
shall be duly elected and qualified;
2. To ratify the selection of Arthur Andersen LLP as auditors for the fiscal
year ending December 31, 1998; and
3. To transact such other business as may properly be brought before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on June 3, 1998, as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting and any adjournments.
By Order of the Board of Directors
ANTONIO L. DELISE, Secretary
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING REGARDLESS OF THE
NUMBER OF SHARES YOU HOLD. PLEASE COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE EVEN IF YOU INTEND TO BE PRESENT AT THE MEETING.
RETURNING THE PROXY WILL NOT LIMIT YOUR RIGHT TO VOTE IN PERSON OR TO ATTEND
THE ANNUAL MEETING, BUT WILL ENSURE YOUR REPRESENTATION IF YOU CAN NOT ATTEND.
THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE. PLEASE NOTE, HOWEVER,
THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND
YOU WISH TO ATTEND AND VOTE AT THE MEETING, YOU MUST OBTAIN FROM SUCH BROKER,
BANK OR OTHER NOMINEE, A PROXY ISSUED IN YOUR NAME.
<PAGE>
PUBLICKER INDUSTRIES INC.
One Post Road
Fairfield, CT 06430
(203) 254-3900
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
July 14, 1998
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Publicker Industries Inc., a Pennsylvania
corporation (the "Company"), to be voted at the 1998 Annual Meeting of
Shareholders of the Company referred to in the foregoing Notice (the "Annual
Meeting"). All proxies received pursuant to this solicitation will be voted,
and, where a choice is specified as to the proposals described in the foregoing
Notice, they will be voted in accordance with that specification. If no choice
is specified with respect to any proposal, the proxy will be voted in favor of
such proposal. Shareholders who execute proxies may revoke them at any time
before they are voted by written notice delivered to the Secretary of the
Company. The Company anticipates that mailing of the proxy material to
shareholders will commence on or about June 10, 1998.
RECORD DATE AND VOTING SECURITIES
Only holders of Common Stock of record at the close of business on June 3,
1998 (the "Record Date") are entitled to notice of and to vote at the meeting.
On that date the Company had outstanding and entitled to vote 13,141,607 shares
of Common Stock, par value $.10 per share (the "Common Stock"). Each
outstanding share entitles the record holder to one vote on each matter.
Abstentions and broker non-votes are each included in the determination of the
number of shares present and voting. Each is tabulated separately. Abstentions
are counted in tabulations of the votes cast on proposals presented to
shareholders, whereas broker non-votes are not.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth, as of May 31, 1998, 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.
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership(1) Percent of Class
Harry I. Freund 2,145,464 (2) 14.8%
c/o Balfour Investors, Inc.
620 Fifth Avenue
Rockefeller Center
New York, NY 10020
Jay S. Goldsmith 2,196,544 (3) 15.1%
c/o Balfour Investors, Inc.
620 Fifth Avenue
Rockefeller Center
New York, NY 10020
Foreign & Colonial Management 1,112,750 (4) 8.5%
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: 666,912 shares through the exercise of
stock options and 660,480 shares through the exercise of stock
purchase warrants. Also includes 22,100 shares of Common Stock held
by Mr. Freund's children over which Freund has shared voting and
investment power but as to which he disclaims any beneficial
interest. Also includes 300,875 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.
(3) Includes 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. Also includes 1,500 shares of Common Stock
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 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 (see Note 2 above).
(4) 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.
<PAGE>
PROPOSAL 1.
ELECTION OF DIRECTORS
At the Annual Meeting, six directors are to be elected to hold office until
the next annual meeting of shareholders and until their respective successors
have been elected and qualified. In order to be elected, each nominee must
receive a plurality of the votes cast at the Annual Meeting.
Unless otherwise directed, proxies given to the persons named in the enclosed
proxy pursuant to this solicitation will be voted for the election as directors
of Messrs. Freund, Goldsmith, Cohn, Herman, Schafran and Weis. If any such
nominee should become unavailable for any reason, which the Board of Directors
has no reason to anticipate, the proxy holders reserve the right to substitute
another person of their choice in his place.
The Company currently has six directors, all of whom were elected at the
Annual Meeting of Shareholders held on July 2, 1997. All directors serve until
the next election of directors or until their successors have been elected and
have qualified. All of the persons named in the enclosed proxy are currently
directors of the Company. See "Employment and Change in Control Agreements."
Set forth below as to each director nominated for reelection as a director
of the Company is information regarding age (as of May 31, 1998), 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 58; 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 Chairman of the Board of
Directors of Equitable Bag Co., Inc.
JAY S. GOLDSMITH: Age 54; 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 Vice Chairman of the
Board of Directors of Equitable Bag Co., Inc.
CLIFFORD B. COHN: Age 46; 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 Leslie Fay
Company Ltd. and Kasper A.S.L. Ltd.
DAVID L. HERMAN: Age 84; 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.
L. G. SCHAFRAN: Age 59; 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 development firm established in 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. He was Chairman of the Executive Committee of Dart
Group Corporation from 1994 to October 1997 and a director of Dart from 1993
to October 1997. Mr. Schafran is a director of COMSAT Corporation, Discovery
Zone, Inc. and Kasper A.S.L., LTD., a trustee of National Income Realty Trust
and Chairman of the Board of Delta-Omega Technologies, Inc.
JAMES J. WEIS: Age 49; 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 Board of Directors recommends a vote FOR each of Messrs. Freund,
Goldsmith, Cohn, Herman, Schafran and Weis for election as directors of the
Company.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Directors who are 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.
Directors of the Company are elected at each annual meeting of shareholders
to hold office until the next annual meeting of shareholders and until their
respective successors are duly elected and qualified. Executive officers are
elected to hold office until the first meeting of directors following the next
annual meeting of shareholders or until their successors are sooner elected by
the Board and qualified.
During 1997, there were 17 meetings of the Board of Directors of the
Company. The Board of Directors has various committees, including an Audit
Committee, a Compensation Committee, a Directors Compensation Committee and a
Nominating Committee. During 1997, each of the Directors attended at least
75% of the total number of meetings held by the Board of Directors and the
committees of which each such Director was a member.
The Audit Committee of the Board of Directors reviews with the Company's
independent public accountants the plan and scope of the audit for each year,
as well as the results of each audit when completed and the accountants'
fee for services performed. The Audit Committee also reviews with management
and with the independent accountants the Company's internal control
procedures. The Audit Committee is composed of members of the Board of
Directors who are not otherwise officers or employees of the Company. The
present members of the Audit Committee are L. G. Schafran (Chairman), Harry I.
Freund and Jay S. Goldsmith. The Audit Committee met once during 1997.
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. The Compensation
Committee met once during 1997.
The Directors Compensation Committee of the Board of Directors reviews the
compensation of directors of the Company. The present members of the Directors
Compensation Committee are David L. Herman (Chairman), Clifford B. Cohn and L.
G. Schafran. The Directors Compensation Committee did not meet during 1997.
The Nominating Committee of the Board of Directors advises and makes
recommendations to the Board of Directors on the selection of candidates as
nominees for election as directors. The members of the Nominating Committee
are David L. Herman (Chairman), Jay S. Goldsmith and Clifford B. Cohn. The
Nominating Committee met once during 1997. The Nominating Committee will
consider nominees recommended by shareholders pursuant to procedures described
in "SHAREHOLDER NOMINATIONS."
SHAREHOLDER NOMINATIONS
Nominations for election of directors may be made by any shareholder
entitled to vote for the election of directors, provided that written notice
(the "Notice") of such shareholder's intent to nominate a director at the
meeting is given by the shareholder and received by the Secretary of the
Company in the manner and within the time specified herein. The Notice shall
be delivered to the Secretary of the Company not less than 14 days nor more
than 50 days prior to any meeting of the shareholders called for the election
of directors; provided, however, that if less than 21 days notice of the
meeting is given to shareholders, the Notice shall be delivered to the
Secretary of the Company not later than the earlier of the seventh day
following the day on which notice of the meeting was first mailed to
shareholders or the fourth day prior to the meeting. In lieu of delivery to
the Secretary of the Company, the Notice may be mailed to the Secretary of the
Company by certified mail, return receipt requested, but shall be deemed to
have been given only upon actual receipt by the Secretary of the Company.
The Notice shall be in writing and shall contain or be accompanied by:
(a) the name and residence of the shareholder submitting the nomination;
(b) a representation that such shareholder is a holder of record of the
Company's voting stock and intends to appear in person or by proxy at
the meeting to nominate the persons specified in the Notice;
(c) such information regarding each nominee as would have been required
to be included in a proxy statement filed pursuant to Regulation 14A
of the rules and regulations established by the Securities and Exchange
Commission under the Securities Exchange Act of 1934 (or pursuant to
any successor act or regulation) had proxies been solicited with
respect to such nominee by the management or Board of Directors of
the Company;
(d) a description of all arrangements or understandings among such
shareholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which such nomination or
nominations are to be made by the shareholder; and
(e) the consent of each nominee to serve as director of the Company if
so elected.
Unless a judge or judges of election shall have been appointed pursuant to
the By-Laws, the Chairman of the meeting may, if the facts warrant, determine
and declare to the meeting that any nomination made at the meeting was not
made in accordance with the foregoing procedures and, in such event, the
nomination shall be disregarded. Any decision by the Chairman of the meeting
shall be conclusive and binding upon all shareholders of the Company for any
purpose.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following information is furnished as of May 31, 1998 with respect to
each class of equity securities of the Company beneficially owned by all
directors, nominees and officers 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 of Common Stock Percent of
Name Position as of May 31, 1998 (1) Class (1)
Harry I. Freund Director and Chairman 2,145,464 (2) 14.8%
of the Board
Jay S. Goldsmith Director and Vice 2,196,544 (3) 15.1%
Chairman of the Board
James J. Weis President, Chief 384,500 (4) 2.9%
Executive Officer
and Director
Clifford B. Cohn Director 273,008 (5) 2.0%
David L. Herman Director 303,258 (6) 2.3%
L.G. Schafran Director 334,509 (7) 2.5%
Antonio L. DeLise Vice President, 75,000 (8) Less than 1%
Chief Financial Officer
and Secretary
All directors, nominees and
officers as a group (7 persons) 5,712,283 (9) 33.6%
(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 on page 2.
(3) See Note 3 on page 2.
(4) Includes 320,000 shares which may be acquired by Mr. Weis within 60 days
through the exercise of stock options.
(5) Includes 242,059 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: 202,058 shares through the exercise of stock
options and 38,400 shares through the exercise of stock purchase
warrants.
(7) Includes 242,059 shares which may be acquired by Mr. Schafran within 60
days through the exercise of stock options. Also includes 54,050 shares
of Common Stock and 38,400 shares that may be acquired through the
exercise of stock purchase warrants held by Mr. Schafran's spouse as to
which Mr. Schafran disclaims any beneficial interest.
(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 1,451,520 shares through the exercise of stock
purchase warrants.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
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
Long-term
Name and Compensation
Principal Annual Compensation Options/ All Other
Position Year Salary Bonus(1) SAR's (#)(2) Compensation
James J. Weis 1997 $325,000 $162,500 - $9,473 (3)
President, Chief 1996 325,000 200,000 100,000 9,698 (3)
Executive Officer 1995 315,737 130,000 100,000 9,641 (3)
and Director
Antonio L. DeLise (5)
Vice President,
Chief Financial 1997 163,700 67,000 - 7,349 (4)
Officer and 1996 149,561 85,000 50,000 8,148 (4)
Secretary 1995 98,438 40,000 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, $4,750 and $4,620 in contributions to the Company's
401(k) plan for 1997, 1996 and 1995, respectively, and $4,723, $4,948,
and $5,021 for term life and disability insurance premiums paid on
behalf of Mr. Weis for 1997, 1996 and 1995, respectively.
(4) Consists of $4,750 in contributions to the Company's 401(k) plan for
1997 and 1996 and $2,599, $3,398 and $2,100 for term life and disability
insurance payments paid on behalf of Mr.DeLise for 1997, 1996 and 1995,
respectively.
(5) Mr. DeLise joined the Company in April 1995.
Aggregated Stock Options Exercised in 1997
and December 31, 1997 Option Values
Exercised in 1997 Unexercised at December 31, 1997
Exercised in 1997
Name of Executive Shares Acquired Value Realized
James J. Weis - -
Antonio L. DeLise - -
Unexercised at December 31, 1997
Number of Options Value of In-the-Money options(1)
Name of Executive Exercisable Unexercisable Exercisable Unexercisable
James J. Weis 320,000 - $ - $ -
Antonio L. DeLise 75,000 - $ - $ -
(1) These values are based on the December 31, 1997 closing price for the
Company's stock on the OTC Bulletin Board of $1.375 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, 1997, no stock options were granted to
any executive officer of the Company.
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 -- $913,445; Mr. Goldsmith -- $913,445; Mr. Herman
- -- $478,891 and Mr. Weis -- $1,319,683. 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, 1997 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 the Proxy Statement 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 1997,
the Committee considered several factors. These included the assessment of the
future objectives and challenges facing the Company. 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 1997 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 1997, Mr. Weis received total cash payments of $487,500 in salary and
bonus (as shown in the Summary Compensation Table above). The Compensation
Committee considered the 1997 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 1997 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
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 "Information
Concerning the Board of Directors", "Employment and Change of Control
Agreements" and Notes 2 and 3 to the table under "Voting Securities and
Principal Holders Thereof".
<PAGE>
FIVE YEAR PERFORMANCE GRAPH: 1992 - 1997
The annual changes for the five year period from 1992 through 1997 are based
on the assumption that $100 had been invested in Publicker common stock and
each index on December 31, 1992 (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, 1997.
1992 1993 1994 1995 1996 1997
Publicker 100 138 238 238 144 138
Peer Group 100 93 67 64 73 92
Composite 100 115 114 148 178 231
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, 1997. 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 nine
companies for 1997: Alarmguard Holdings, American Pacific Corp., ARC
International Corp., Autocam Corp., Prime Equities International, Quixote
Corp., SL Industries Inc., Somerset Group Inc. and TCC Industries Inc.
Alarmguard Holdings was added to this peer group in 1997. Intelect
Communications System Ltd., Met-Pro Corporation, Pacific Dunlop Ltd. ADR,
Triton Group LTD. and Tyler Corp. were removed from the peer group in 1997.
Section 16 (a) Beneficial Ownership Reporting Compliance
Section 16 (a) of the Security Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who beneficially own more
than ten percent of the company's Common Stock, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission ("SEC").
Officers, directors and greater than ten percent stockholders are required to
furnish the Company with copies of all Section 16 (a) forms they file.
Based solely on its review of the copies of such forms received by it and
written representations from certain reporting persons that no Form 5s were
required for those persons, the Company believes that all filing requirements
applicable to its officers, directors and greater than ten percent stockholders
were complied with during the year ended December 31, 1997.
PROPOSAL 2.
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors of the Company has appointed Arthur Andersen LLP as
independent accountants to audit the books and accounts of the Company for the
year ending December 31, 1998, and recommends that the appointment of such
auditors be ratified by the shareholders.
Representatives of Arthur Andersen LLP, the Company's principal accountants
for the most recently completed and the current fiscal years, are expected to
be present at the meeting, will have the opportunity to make a statement,
and will be available to respond to questions.
________________________
SHAREHOLDER PROPOSALS
Any proposals by shareholders of the Company intended to be included in the
Company's Proxy Statement relating to the Company's 1999 Annual Meeting of
Shareholders must be in writing and received by the Company at its principal
executive office no later than February 10, 1999.
GENERAL
Management of the Company does not know of any matters other than the
foregoing that will be presented for consideration at the Annual Meeting.
However, if other matters properly come before the Annual Meeting it is the
intention of the persons named in the enclosed proxy to vote thereon in
accordance with their judgment.
The entire cost of soliciting management proxies will be borne by the
Company. Proxies will be solicited by mail and may be solicited personally by
directors, officers or regular employees of the Company, who will not be
compensated for their services. In order to support the Board of Directors'
nominees and the other proposals herein and to help insure the presence of a
quorum, the Company has retained the services of D.F.
King & Co., Inc. as proxy solicitor to assist in the solicitation of proxies
for this meeting. The fees payable to D.F. King & Co., Inc. in connection with
this solicitation are estimated to be $5,000. The Company will reimburse
banks, brokerage firms, and other custodians, nominees and fiduciaries for
reasonable expenses incurred in sending proxy material to their principals
and obtaining their proxies. Accompanying this proxy statement is a copy of
the Company's 1997 Annual Report.
By Order of the Board of Directors
ANTONIO L. DELISE, Secretary
June 10, 1998
PUBLICKER INDUSTRIES INC.
PROXY
PROXY SOLICITED BY BOARD OF DIRECTORS
for the Annual Meeting of Shareholders
The undersigned hereby appoints HARRY I. FREUND and JAY S. GOLDSMITH or
either of them, with full power of substitution, proxies to vote, unless such
authority is withheld, all shares registered in the name of the undersigned of
Common Stock of Publicker Industries Inc. (the "Company") that the undersigned
would be entitled to vote at the Annual Meeting of Shareholders of the Company
to be held at the offices of Greenwald Industries, Inc., 212 Middlesex Avenue,
Chester, CT at 10:00 a.m. on July 14, 1998, and any adjournments thereof,
with all powers the undersigned would possess if personally present, for the
election of directors and on all other matters described in the Proxy
Statement or which otherwise come before the Meeting in the discretion of the
Board of Directors.
This Proxy when properly executed will be voted in the manner directed
herein. If no instruction to the contrary is indicated, this Proxy will be
voted FOR the election of the Directors named in proposal 1 and FOR
proposal 2.
1. ELECTION OF DIRECTORS: Harry I. Freund, Jay S. Goldsmith, Clifford B.
Cohn, David L. Herman, L.G. Schafran, James J. Weis
__ FOR all nominees listed above (except as marked to the contrary hereon).
__ WITHHOLD AUTHORITY to vote for all nominees listed hereon.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
2. To ratify the selection of Arthur Andersen LLP as auditors for the
fiscal year ending December 31, 1998.
__ FOR __ AGAINST __ ABSTAIN
3. In their discretion, to act upon such other business as may properly
be brought before the Meeting or any adjournment thereof.
(Continued and to be signed and dated on the reverse side.)
NOTE: Your signature should conform
with your name as it appears hereon.
If signing as attorney, executor,
administrator, trustee or guardian,
please give your full title as such.
If stock is owned by a partnership or
corporation, please indicate your
capacity in signing the Proxy. If
stock is held in joint ownership, all
co-owners must sign.
_________________________________________
Signature
_________________________________________
Signature if held jointly
Dated:_______________________________, 1998
PLEASE MARK, DATE, SIGN AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
P
R
O
X
Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
