-----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, P4Rpk6qdBCYgA12HyjZshv3Rp5eLE5qoL3yarghvBpcoW3Ul6AhiPSOIkCHJtHGF rNSGCN7AdafeTfeGcyc18g== 0000356446-98-000010.txt : 19980804 0000356446-98-000010.hdr.sgml : 19980804 ACCESSION NUMBER: 0000356446-98-000010 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980803 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHRITE INC CENTRAL INDEX KEY: 0000910329 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 133714405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-50217 FILM NUMBER: 98676089 BUSINESS ADDRESS: STREET 1: 1145 CRONHILL DRIVE CITY: OWINGS MILLS STATE: MD ZIP: 21117 BUSINESS PHONE: 4105818042 MAIL ADDRESS: STREET 1: 1145 CRONHILL DR CITY: OWINGS MILLS STATE: MD ZIP: 21117 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHRITE DATE OF NAME CHANGE: 19950619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PURE WORLD INC CENTRAL INDEX KEY: 0000356446 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 953419191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX 74 STREET 2: 376 MAIN ST 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 SC 13D 1 ORIGINAL SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 NAME OF ISSUER: HEALTHRITE, INC. TITLE OF CLASS OF SECURITIES: Common Stock CUSIP NUMBER: 42221F101000 NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS: Natalie I. Koether, Esq., Rosenman & Colin 211 Pennbrook Road, P. O. Box 97 Far Hills, New Jersey 07931 (908) 766-4101 DATE OF EVENT WHICH REQUIRES FILING: July 24, 1998 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: ________ Check the following if a fee is being paid with the statement: (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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 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) CUSIP NO.: 42221F101000 1. NAME OF REPORTING PERSON: Pure World, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) XX 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): YES NO XX 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7. SOLE VOTING POWER: 8. SHARED VOTING POWER: 400,000 9. SOLE DISPOSITIVE POWER: 400,000 10. SHARED DISPOSITIVE POWER: 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 400,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: YES NO XX 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.54% 14. TYPE OF REPORTING PERSON: CO Item 1. SECURITY AND ISSUER This Schedule 13D (this "Schedule") relates to the common stock, no par value ("Shares") of HealthRite, Inc., (the "Company" or "HealthRite") owned by Pure World, Inc. The Company, a Delaware corporation, has its principal executive offices located at 11445 Cronhill Drive, Owings Mills, MD 21117. Item 2. IDENTITY AND BACKGROUND (a), (b) and (c) Pure World, Inc. ("Pure World") is engaged in the production of natural products through its wholly-owned subsidiary, Madis Botanicals, Inc. ("Madis"), a New Jersey corporation. Pure World's principal executive office is located at 376 Main Street, Bedminster, New Jersey 07921, and Madis' principal executive office is located at 375 Huyler Avenue, South Hackensack, New Jersey 07606. Sun Equities Corporation ("Sun"), a closely-held Delaware corporation, owns approximately 27% of Pure World's outstanding Common Stock and may be deemed a controlling person of Pure World, as such term is defined in the regulations promulgated under the Securities Exchange Act of 1934. (See Exhibits A and B for information, including addresses and principal businesses or occupations, of the executive officers and directors of Pure World and Sun, respectively.) (d) During the past five years, none of Pure World, Sun or any of the persons listed on Exhibits A and B has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of Pure World, Sun or any of the persons listed on Exhibits A and B has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Pure World and Sun are Delaware corporations. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On July 24, 1998 Pure World acquired 400,000 Shares in a private placement at an aggregate purchase price of $500,000. Pure World purchased the Shares with its working capital. As part of this transaction, Pure World sold to HealthRite for $20,000 an irrevocable proxy coupled with an interest that will terminate on July 22, 2002 or upon the sale or transfer of the underlying Shares (the "Irrevocable Proxy"). Item 4. PURPOSE OF TRANSACTION. Pure World has acquired the Shares for capital appreciation and received an agreement that Madis would become the preferred supplier for Montana Naturals International, Inc., ("Montana Naturals") a subsidiary of HealthRite. (See also Item 3 about the Irrevocable Proxy.) Except as otherwise indicated herein, Pure World has no plans or proposals which relate to or would result in any of the actions or matters referred to in the text of Item 4 of Schedule 13D. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close of business on August 3, 1998, Pure World beneficially owned 400,000 Shares, representing in total 7.54% of Shares reported as outstanding in the Company's Confidential Private Placement Memorandum dated June 24, 1998. (See also Item 3 about the Irrevocable Proxy). (b) The information presented in Items 7 through 10 of the cover sheet to this Schedule 13D is incorporated herein by reference. (c) Exhibit C annexed hereto sets forth all transactions in Shares effected by Pure World in the sixty days preceding the date of this Statement and the dates of such transactions. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pure World has granted HealthRite the Irrevocable Proxy (See Item 3) and HealthRite has agreed that Madis would be the preferred supplier of Montana Naturals (See Item 4). Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A - Executive Officers and Directors of Pure World Exhibit B - Executive Officers and Directors of Sun Exhibit C - Transactions in Shares for the past 60 days 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: August 3, 1998 PURE WORLD, INC. By: /s/ John W. Galuchie, Jr. -------------------------------- John W. Galuchie, Jr. Executive Vice President
EXHIBIT A PURE WORLD (See Item 2 of this Schedule) Executive Officers and Directors NAME AND BUSINESS ADDRESS* PRESENT POSITION(S) WITH ADDRESS* - ------------------------- --------------------------------- Paul O. Koether Chairman and Director of Pure World and Sun Chairman of Madis Chairman, President and Director of Kent Financial Services, Inc. ("Kent") (owns all of the outstanding common stock of T.R. Winston & Company, Inc. ("TRW"), a securities broker-dealer, and Asset Value Management, Inc. the general partner of Asset Value Fund Limited Partnership, an investment partnership) Registered representative, Chairman and Director of TRW President and Director of Asset Value Management, Inc. General Partner Shamrock Associates (Investment limited partnership; owner of approximately 39 percent of Kent's outstanding common stock) Chairman, President and Director American Metals Service, Inc. ("AMTS") (Engaged in redeploying its assets) Natalie I. Koether, Esq. President of Pure World and Madis Of Counsel Rosenman & Colin LLP 211 Pennbrook Road, P.O. Box 97 Far Hills, NJ 07931 Voldemar Madis Vice Chairman of Pure World and 375 Huyler Street Madis South Hackensack, NJ 07606 375 Huyler "375 Huyler" *Unless otherwise designated, the address of the executive officers, directors, and companies referred herein, is 376 Main Street, Bedminster, New Jersey 07921. John W. Galuchie, Jr. Executive Vice President, Treasurer and Secretary of Pure World Vice President and Director of Sun Vice President and Treasurer of Kent Registered Representative, President, Treasurer and Director of TRW Secretary, Treasurer and Director of Asset Value Management Vice President, Treasurer and Director of AMTS Mark Koscinski Senior Vice President of Pure World and Madis Vice President of Kent, TRW, Asset Value Management, Inc. and Sun Alfredo Mena Director of Pure World P.O. Box 520656 Miami, FL 33152 President of CIA. Salvadorena de Inversiones, S.A. de C.V. El Salvador (coffee growing, processing and exporting production) Mark W. Jaindl Director of Pure World 3150 Coffeetown Road Orefield, PA 18069 Chief Financial Officer of Jaindl "Orefield PA" Farms, Orefield, PA. (diversified businesses, including a 10,000 acre turkey farm, a mobile home park, a John Deere dealership and a grain operation.) Director of AMTS President American Bank of the Lehigh Valley 4027 West Tighman Street Allentown, PA 18104 William Mahomes, Jr., Esq. Director of Pure World 900 Jackson Street 600 Founders Square Mahomes & Associates Dallas, TX 75202 900 Jackson "900 Jackson"
EXHIBIT B SUN (See Item 2 of this Schedule) Executive Officers and Directors NAME AND BUSINESS ADDRESS* PRESENT POSITION(S) WITH ADDRESS* - ------------------------- --------------------------------- Lloyd H. Klatzkin Vice President and Director of Sun 364 W. Trenton Ave. Morrisville, PA 19067 Lloyd H. Klatzkin, CPA, P.C. "364 W. Trenton" 364 W. Trenton Paul O. Koether See Exhibit A for information about Mr. Koether John W. Galuchie, Jr. See Exhibit A for information about Mr. Galuchie Mark Koscinski See Exhibit A for information about Mr. Koscinski *Unless otherwise designated, the address of the executive officers, directors, and companies referred herein, is 376 Main Street, Bedminster, New Jersey 07921.
EXHIBIT C Transactions in Shares for the Past 60 Days NUMBER OF PRICE DATE SHARES PURCHASED PER SHARE - -------- ------------------------- ------------------ 7/24/98 400,000 $1.25* * Purchased pursuant to a private placement.
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