-----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, BuhRh+EbGOZ+LjmNIBkU8qJA0eGNePk8Lv+rM90NwCFq8F/5NKFgWAk96Gw4aFnB KeFxoeN28keudyUaaAZ8mA== 0000950123-98-005597.txt : 19980603 0000950123-98-005597.hdr.sgml : 19980603 ACCESSION NUMBER: 0000950123-98-005597 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980602 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PUBLICKER INDUSTRIES INC CENTRAL INDEX KEY: 0000081050 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 230991870 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-16236 FILM NUMBER: 98641253 BUSINESS ADDRESS: STREET 1: ONE POST RD CITY: FAIRFIELD STATE: CT ZIP: 06430 BUSINESS PHONE: 2032543900 MAIL ADDRESS: STREET 1: ONE POST ROAD CITY: FAIRFIELD STATE: CT ZIP: 06430 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSMITH JAY S CENTRAL INDEX KEY: 0000924137 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 630 FIFTH AVENUE STREET 2: SUITE 2170 CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 2124897077 MAIL ADDRESS: STREET 1: 620 FIFTH AVENUE ROCKEFELLER CTR 7TH FLR STREET 2: C/O BALFOUR INVESTORS INC CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 AMENDED SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 10) 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) May 20, 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 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) 2 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! 3 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. 3 4 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. 4 5 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 ---------------------------------------- Jay S. Goldsmith 5 -----END PRIVACY-ENHANCED MESSAGE-----