-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nd94abz6G8s66NRUwWNz5EWkrEtkmSfNH+z27BV9TJv8UJlVY5L3zRkPmoiu08x0 vSvh6bNo1XRKtDv/uWgwjQ== 0000356446-96-000004.txt : 19960208 0000356446-96-000004.hdr.sgml : 19960208 ACCESSION NUMBER: 0000356446-96-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960206 ITEM INFORMATION: Other events FILED AS OF DATE: 19960207 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PURE WORLD INC CENTRAL INDEX KEY: 0000356446 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 953419191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10566 FILM NUMBER: 96512566 BUSINESS ADDRESS: STREET 1: P O BOX 74 STREET 2: 376 MAIN STREET CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9082349220 MAIL ADDRESS: STREET 1: P O BOX 74 STREET 2: 376 MAIN STREET CITY: BEDMINSTER STATE: NJ ZIP: 07921 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER MEMORIES INC /DE/ DATE OF NAME CHANGE: 19940411 8-K 1 ITEM 5. OTHER EVENTS 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) January 30, 1996 Pure World, Inc. (Exact name of registrant as specified in its charter) Delaware 0-10566 95-3419191 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921 -------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (908) 234-9220 Item 5. Other Events On February 6, 1996 Pure World, Inc. announced in a Press Release that it had filed suit in a Dallas, Texas Federal District Court seeking the appointment of a receiver for the assets and business of American Industrial Properties Reit. A copy of the Press Release is attached as Exhibit 99 to this Form 8-K. 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. PURE WORLD, INC. By: /s/ Mark Koscinski Senior Vice President Principal Accounting Officer Dated: February 7, 1996 EX-99 2 PRESS RELEASE NEWS RELEASE February 6, 1996 Direct Inquiries to: Paul O. Koether, Chairman 908 234 9220 BEDMINSTER, NEW JERSEY - Pure World, Inc. ("Pure World") (PURW - NASDAQ) announced that it had filed suit in a Dallas, Texas Federal District Court seeking the appointment of a receiver for the assets and business of American Industrial Properties REIT, a Texas real esate investment trust (the "American Industrial" or the "Trust"). According to the complaint, Trust Managers, Charles Wolcott and William H. Bricker, have failed to secure the favorable vote of a majority of outstanding shares to be reelected for two consecutive years and failed even to secure a plurality of votes actually cast at the Annual Meeting held in December 1995. Although Pure World's nominees did win a plurality of the votes cast at the December, 1995 Meeting they did not receive the 2/3 vote that the Bylaws enacted by Messrs Bricker and Wolcott require of non-incumbent nominees. As a result the shareholders of American Industrial have not elected Trust Managers for two years and the shareholders are deadlocked in voting power. Pure World alleges that this deadlock, particularly when combined with the acts of the unelected Trust Managers in giving themselves excessive salaries, bonuses and Trust Manager fees and unlawfully enacting Bylaws designed to entrench themselves and avoid shareholder oversight, justifies the appointment of a receiver under Texas law. Pure World has requested that the Court strike the Bylaws it says were unlawfully enacted. Messrs Wolcott and Bricker were also sued derivatively by American Industrial, for squandering its assets in the payment to them of excessive salaries, bonuses and Trust Manager fees and for expending exorbitant amounts of the assets of American Industrial in connection with their losing campaigns to be re-elected as Trust Managers. The suit in the name of American Industrial also complains that Messrs Wolcott and Bricker took negligently actions that precipitated a declaration of default on a loan from its principal creditor, Manaufacturer's Life Insurance Company, and embroiled the Trust in expensive litigation the loss of which could throw the Trust into bankruptcy. These matters were inadequately disclosed to shareholders, according to Pure World's complaint. Pure World defeated an attempt by Messrs Wolcott and Bricker in the Spring of 1994 to merge American Industrial into a Maryland entity which Pure World said was designed to entrench the Trust's management at the expense of shareholders rights. At the 1994 Annual Meeting of American Industrial, Pure World proposed its nominees for election as Trust Managers. Neither Pure World's nominees nor Messrs Bricker or Wolcott were elected. At the 1995 Annual Meeting Pure World again proposed its nominees who did not receive the 2/3 majority of the outstanding shares required for election but did win the favorable vote of the majority of votes cast at the meeting. At the meeting Mr. Bricker defended his management record by telling shareholders "I do have a job. And I do make a living other than screwing around with this." After the vote was validated by the official judge of elections, American Industrial sued Pure World and its chief executive officer in an attempt, according to Pure World's complaint, to intimidate Pure World and other major shareholders of American Industrial from attempting to dislodge Messrs Wolcott and Bricker from their sinecures as Trust Managers. Paul Koether, the chief executive officer of Pure World, said that by filing this complaint Pure World was seeking help form the courts to restore democracy to American Industrial and to hold the Trust Managers accountable for their actions which he said were detrimental to the financial health of the Trust. Pure World owns 888,000 shares (9.785%) of the 9,075,000 shares of the oustanding common stock of American Industrial. -----END PRIVACY-ENHANCED MESSAGE-----