SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
HEALTH-CHEM CORPORATION
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
422 174 10 2
(CUSIP Number)
Marvin M. Speiser, Health-Chem Corporation
1212 Avenue of the Americas, New York, New York 10036
(212) 398-0700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 17, 1996
(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 /__/. (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.
(Continued on following pages)
______________
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 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).
Page 1 of 19
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CUSIP BI, 422 174 10 2
SCHEDULE 13D
______________________ __________________
CUSIP No. 422 174 10 2 Page 2 of 19 Pages
---------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marvin M. Speiser as remaining sole trustee under
trust indenture dated July 22, 1993, between
Laura G. Speiser as grantor and Laura G. Speiser
and Marvin M. Speiser as trustees.
- ------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) /__/
- ------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /__/
- ------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------------------
7 SOLE VOTING POWER
0
- ------------------------------------------------------------------------
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 2,769,567
PERSON WITH ---------------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------------
10 SHARED DISPOSITIVE POWER
2,769,567
- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,769,567
- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* /__/
- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.03%
- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 - Trust
Page 2 of 19
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<PAGE>
CUSIP NO. 422 174 10 2
SCHEDULE 13D
______________________ __________________
CUSIP No. 422 174 10 2 Page 3 of 19 Pages
---------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura G. Speiser and Marvin M. Speiser, as
trustees under trust agreement dated
December 13, 1995, between Laura G. Speiser,
as grantor, and Laura G. Speiser and Marvin M.
Speiser, as trustees.
- -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) /__/
- -------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS __
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /__/
- -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------------------------------------------------------------
7 SOLE VOTING POWER
0
------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 2,769,567
EACH REPORTING ------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------------
10 SHARED DISPOSITIVE POWER
2,769,567
- -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,769,567
- -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* __
/__/
- -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.03%
- -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 - Trust
Page 3 of 19
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CUSIP NO. 422 174 10 2
SCHEDULE 13D
______________________ _______________________
CUSIP No. 422 174 10 2 Page 4 of 19 Pages
---------------------- -----------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura G. Speiser
- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/X/
(b)/__/
- -----------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /__/
- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -----------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES ------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 2,769,567
PERSON WITH ------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------
10 SHARED DISPOSITIVE POWER
2,769,567
------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,769,567
- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* /X /
- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
34.03%
- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
Page 4 of 19
<PAGE>
<PAGE>
CUSIP NO. 422 174 10 2
SCHEDULE 13D
______________________ __________________
CUSIP No. 422 174 10 2 Page 5 of 19 Pages
---------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marvin M. Speiser
###-##-####
- ------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/
(b) /__/
- ------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS __
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /__/
- ------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------------------
7 SOLE VOTING POWER
980,607
NUMBER OF SHARES --------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 1,788,960
PERSON WITH ---------------------------------------------
9 SOLE DISPOSITIVE POWER
980,607
--------------------------------------------
10 SHARED DISPOSITIVE POWER
1,788,960
- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,769,567
- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* /X/
- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.03%
- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
Page 5 of 19
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SCHEDULE 13D
CUSIP NO. 422 174 10 2
This Amendment No. 10 is being filed with the Securities
and Exchange Commission (the "Commission") by (i) Marvin M.
Speiser, as the sole remaining trustee (the "Trustee") under
that a certain trust indenture (the "First Trust") dated July
22, 1993, between Laura G. Speiser, as grantor, and Laura G.
Speiser and Marvin M. Speiser, as trustees, (ii) Laura G.
Speiser and Marvin M. Speiser, as trustees (the "Second
Trustees") under a certain trust agreement (the "Second
Trust") dated December 13, 1995, between Laura G. Speiser, as
grantor, and the Second Trustees, (iii) Laura G. Speiser, in
her individual capacity, and (iv) Marvin M. Speiser, in his
individual capacity, in accordance with the requirements of
Rule 13d-1 promulgated by the Commission under the Securities
Exchange Act of 1934, as amended, to amend and supplement
Amendment No. 9 filed by the then trustees of the First Trust,
the Second Trustees, Laura G. Speiser and Marvin M. Speiser,
and the initial statement on Schedule 13D and nine amendments
thereto filed by Marvin M. Speiser relating to the shares of
common stock (the "Common Stock"), par value $.01 per share of
Health-Chem Corporation, a Delaware corporation (the
"Company"). (The initial statement on Schedule 13D and the
nine amendments thereto are hereinafter referred to
collectively as the "Statement.")
Items 2, 3, 4, 5, 6 and 7 of the Statement are hereby
amended and restated pursuant to Rule 13d-2(c).
Item 1. Security and Issuer.
This statement relates to shares of the common stock, par
value $.01 per share (the "Common Stock") of Health-Chem
Corporation, a Delaware corporation (the "Company"). The name
and address of the principal executive office of the Company
is as follows:
Health-Chem Corporation
1212 Avenue of the Americas
New York, New York 10036
Item 2. Identify and Background.
1. (a) Marvin M. Speiser, as sole remaining trustee
under the trust indenture dated July 22, 1993, between
Laura G. Speiser, as grantor, and Laura G. Speiser
and Marvin M. Speiser, as trustees
(b) 1212 Avenue of the Americas
New York, New York 10036
Attention: Mr. Marvin M. Speiser, Trustee
Page 6 of 19
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SCHEDULE 13D
CUSIP NO. 422 174 10 2
(c) Not applicable.
(d) During the past five years, the Trustee has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, the Trustee was not a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
as a result of such proceeding were or are 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) U.S.A. (The Trust was established under and is
governed by the laws of the State of New York).
2. (a) Laura G. Speiser and Marvin M. Speiser, as trustees
under trust agreement dated December 13, 1995,
between Laura G. Speiser, as grantor, and Laura G.
Speiser and Marvin M. Speiser, as trustees.
(b) 1212 Avenue of the Americas
New York, New York 10036
Attention: Mr. Marvin M. Speiser, Trustee
(c) Not applicable.
(d) During the past five years, the Trustees have not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, the Trustees were not
parties to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
as a result of such proceeding were or are 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) U.S.A. (The Trust was established under and is
governed by the laws of the State of New York).
Page 7 of 19
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<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
3. (a) Laura G. Speiser
(b) 35 East 84th Street
New York, New York 10028
(c) Artist
(d) During the past five years, Laura G. Speiser has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) During the past five years, Laura G. Speiser was
not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
as a result of such proceeding was or is 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) U.S.A.
4. (a) Marvin M. Speiser
(b) 1212 Avenue of the Americas
New York, New York 10036
(c) President and Chairman of the Board of Health-Chem
Corporation, 1212 Avenue of the Americas, New York,
New York 10036
(d) During the past five years, Marvin M. Speiser has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) During the past five years, Marvin M. Speiser was
not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
as a result of such proceeding was or is 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.
Page 8 of 19
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<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration.
As described in Item 6 hereof, the funds used by the Company
to acquire shares from Mr. Speiser were derived from its sales of
952,520 shares of its Common Stock.
Item 4. Purpose of Transaction.
The sale of Common Stock by Mr. Speiser described in Item 6
hereof was effected upon the Company's exercise of its options to
purchase shares held by Mr. Speiser.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number (the "Aggregate Number") of
shares of Common Stock and the percentage of such class
beneficially owned by the reporting persons as of the date
hereof are 2,769,567 and 34.03%, respectively. The Aggregate
Number includes: (i) 311,703 shares of Common Stock held in
the First Trust, (ii) 1,000,890 shares of Common Stock held in
the Second Trust, (iii) 266,664 shares of Common Stock owned
by Lauralei Investors, Inc. ("Lauralei"), (iv) 204,000 shares
of Common Stock owned by Laurvin Corporation ("Laurvin"),
(v) options granted to Marvin M. Speiser to purchase 144,000
shares of Common Stock which are currently exercisable or
exercisable within 60 days, (vi) 12,141 shares of Common Stock
which Marvin M. Speiser would receive upon the conversion of
convertible subordinated debentures, and (vii) 830,169 shares
of Common Stock owned by Marvin M. Speiser. Laura G. Speiser,
the Trustee and the Second Trustees disclaim beneficial
ownership of all shares of Common Stock other than those
referenced in (i) and (ii) above. The Aggregate Number does
not include 99,725 shares of Common Stock and 265 shares of
Common Stock beneficially owned by Robert Speiser and Gregory
Speiser, respectively. Robert Speiser and Gregory Speiser are
the sons of Laura G. and Marvin M. Speiser. Neither Robert
Speiser nor Gregory Speiser is a minor. Robert Speiser is a
director and Executive Vice President of the Company.
Lauralei is a New York corporation, the preferred stock
of which is owned by Marvin M. Speiser and the common stock of
which is owned by Laura G. Speiser. The preferred stock of
Lauralei is entitled to designate the majority of Lauralei's
directors. Laurvin is a Delaware corporation, the preferred
stock of which is owned by Marvin M. Speiser and the common
stock of which is owned by Robert Speiser and Gregory Speiser.
The preferred stock of Laurvin represents at least 95% of its
voting stock. Marvin M. Speiser may be deemed to control
Lauralei and Laurvin. Neither Lauralei nor Laurvin is engaged
in any business, except to hold securities of other entities,
and, as of the date hereof, the only
Page 9 of 19
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<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
substantial assets of Lauralei and Laurvin are the shares of
Common Stock referenced in the preceding paragraph.
(b) Marvin M. Speiser and Laura G. Speiser, as trustees
of the First Trust, previously held shared voting and
dispositive power with respect to the 311,703 shares of Common
Stock held in that trust. On the third anniversary of the
establishment of the First Trust (July 22, 1996), Marvin M.
Speiser become the sole trustee of the First Trust. Until the
First Trust terminates, Marvin M. Speiser, as the sole trustee
of the First Trust, will hold sole voting and dispositive
power with respect to the 311,703 shares currently remaining
in the First Trust, less any shares returned to Laura G.
Speiser as a result of her annuity interest in the First Trust
(see Item 5(d) below). The First Trust will terminate upon
the death of the last to die of Laura G. and Marvin M.
Speiser, and any remaining principal shall then be divided
between Laura G. and Marvin M. Speiser's two sons.
Marvin M. Speiser and Laura G. Speiser, as trustees of the Second
Trust, hold shared voting and dispositive power with respect
to 1,000,890 shares of Common Stock. After an initial period
of three years from the date of the establishment of the
Second Trust, Marvin M. Speiser will become sole trustee of
the Second Trust. At that time, and until the Second Trust
terminates, Marvin M. Speiser, as trustee of the Second Trust,
will hold sole voting and dispositive power with respect to the
1,000,890 shares referred to above, less any shares returned
to Laura G. Speiser as a result of her annuity interest in the
Second Trust (see Item 5(d) below). The Second Trust will
terminate upon the death of the last to die of Laura G. Speiser and
Marvin M. Speiser, and any remaining principal shall then be
distributed to Robert Speiser, the son of Mr. and Mrs.
Speiser.
(c) Other than the transfers of the shares of Common
Stock described in Item 6, below, the Trustee, the Second
Trustees, Laura G. Speiser and Marvin M. Speiser have not
effected any transactions in the Common Stock during the past
60 days.
(d) Under the terms of the First Trust and the Second
Trust (collectively, the "Trusts"), until three years after
the dates of their respective establishments, their trustees
shall in single payment at the end of each taxable year (i) in
the first taxable year of the Trusts, pay to Laura G. Speiser
an amount (the "annuity amount") equal to 31.42% in the case
of the First Trust and 31.88% in the case of the Second Trust
of the original net fair market value of the respective
property of the Trusts determined as of the respective dates
of their establishment and (ii) in each succeeding year, pay
to Laura G. Speiser an annuity amount equal to 120% of the
annuity amount paid for the preceding year. The annuity
amounts shall be paid from income and, to the extent income is
not sufficient, from principal.
(e) Not applicable.
Page 10 of 19
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<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Prior to September 17, 1996, Marvin M. Speiser owned
1,207,689 shares which were subject to that certain Amended
and Restated Option Agreement, dated as of August 30, 1991,
between the Company and Marvin M. Speiser (the "Option
Agreement"). Pursuant to the Option Agreement, the Company
had the right to repurchase the shares subject to the option
until June 30, 1999. Mr. Speiser agreed prior to the
Company's exercise of the option, to vote the shares subject
to the Option Agreement on all matters for which the
stockholders of the Company are entitled to vote in the same
proportion as votes cast relate to the number of all
outstanding shares of Common Stock. The Company is
restricted from exercising the option by the terms of that
certain Indenture, dated as of April 15, 1981, between the
Company and Bankers Trust Company, as trustee, governing the
Company's outstanding 10-3/8% Convertible Subordinated
Debentures due April 15, 1999 (the "Indenture"). Pursuant to
the Indenture, the Company may not repurchase shares of Common
Stock except, among other things, from the proceeds of the
substantially concurrent sale of other shares of Common Stock.
Prior to September 17, 1996, Marvin M. Speiser also owned an
aggregate of 575,000 shares of Common Stock which were subject
to that certain Stock Purchase and Option Agreement, dated
July 15, 1994, between the Company and Marvin M. Speiser (the
"Stock Purchase and Option Agreement"), wherein Mr. Speiser
granted to the Company an option to purchase those 575,000
shares at any time on or after July 15, 1994 until June 30,
1999. The Company is also restricted from exercising this
option by the terms of the Indenture. As part of the Stock
Purchase and Option Agreement, Mr. Speiser agreed to vote the
575,000 shares of Common Stock in the same proportion as all
other shares of Common Stock are voted at any special or annual
meeting of stockholders of the Company. To secure a loan from the
First National Bank of Maryland (the "Bank"), Mr. Speiser pledged
the 575,000 shares of Common Stock to the Bank under the terms of
a Stock Pledge Agreement, dated as of July 15, 1994.
On March 29, 1996 Mr. Speiser and the Company entered
into a Stock Purchase Agreement (the "Stock Purchase
Agreement") pursuant to which the Company agreed to undertake
a distribution of stock purchase rights (the "Subscription
Rights") to its stockholders to purchase up to 1,320,000
shares of the Company's Common Stock on the basis three shares of
the Company's Common Stock for each ten shares of Common Stock
owned (the "Offering"). Under the terms of the Stock Purchase
Agreement: (1) the purchase price of the shares being offered was
to be not less than the Company's weighted average purchase price
of the shares which the Company was entitled to purchase from Mr.
Speiser under the Option Agreement and the Stock Purchase and Option
Agreement; (2) upon conclusion of the
Page 11 of 19
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<PAGE>
SCHEDULE 13 D
CUSIP NO. 422 174 10 2
Offering, Mr. Speiser would retain 512,763 shares subject to the Options,
but not subject to the Stock Purchase Agreement, and all unsubscribed
for shares, free of any option of the Company; and (3) the Options were
to terminate.
On or about June 28, 1996, Mr. Speiser and the Company
entered into an agreement (the "First Amendment Stock Purchase
Agreement") amending the Stock Purchase Agreement extending
the time for the Company to commence the Offering.
The registration statement for the Offering was declared effective
on August 2, 1996 at which time the Offering was commenced. The
Offering expired on September 16, 1996.
On September 17, 1996 the Company notified Mr. Speiser
that the Company's stockholders had purchased an aggregate
952,520 shares at $1.10 per share pursuant to the Offering
and that the Company was purchasing an equal number of such
shares from Mr. Speiser pursuant to the Stock Purchase Agreement
for a purchase price of $1.0816 per share. That purchase price,
aggregating $1,030,245.63, was paid as follows:
$750,000 by wire transfer to the Bank, which payment
equaled the entire unpaid balance of Mr. Speiser's
promissory note dated July 15, 1994 (the "Note") and
thereby released that Bank's security interest in the
575,000 shares of the Company's Common Stock pledged
to secure that Note; and
The balance was applied against advances paid by the
Company to the Bank on Mr. Speiser's behalf in respect
of principal and interest due pursuant to the Note.
On September 17, 1996 Mr. Speiser and the Company entered
into a further agreement ("Second Amendment to Stock Purchase
Agreement") amending the Stock Purchase Agreement so as to
restore the Company's purchase rights under the Option Agreement
with respect to 215,028 shares and under the Stock Purchase
and Option Agreement with respect to 102,378 shares, which
rights were to have terminated in the event that they were not
exercised in connection with the Offering.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Amended and Restated Option Agreement, dated as of
August 30, 1991, by and between Health-Chem
Corporation and Marvin M. Speiser. Previously filed.
Incorporated by reference to Schedule 13D, Amendment
No. 7, dated July 22, 1993.
Page 12 of 19
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<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
Exhibit B: Stock Purchase and Option Agreement, dated as of
July 15, 1994, by and between Health-Chem Corporation
and Marvin M. Speiser. Previously filed.
Incorporated by reference to Schedule 13D, Amendment
No. 8, dated July 29, 1994.
Exhibit C: Loan Agreement, dated as of July 15, 1994, by and
between Marvin M. Speiser and The First National Bank
of Maryland. Previously filed. Incorporated by
reference to Schedule 13D, Amendment No. 8, dated
July 29, 1994.
Exhibit D: Promissory Note, dated as of July 15, 1994, from
Marvin M. Speiser to The First National Bank of
Maryland. Previously filed. Incorporated by
reference to Schedule 13D, Amendment No. 8, dated
July 29, 1994.
Exhibit E: Stock Pledge Agreement, dated as of July 15, 1994,
by and between Marvin M. Speiser and The First
National Bank of Maryland. Previously filed.
Incorporated by reference to Schedule 13D, Amendment
No. 8, dated July 29, 1994.
Exhibit F: Stock Purchase Agreement, dated as of March 29, 1996,
by and between Marvin M. Speiser and Health-Chem
Corporation.
Exhibit G: First Amendment, executed as of June 28, 1996, to
Stock Purchase Agreement dated as of March 29, 1996
by and between Marvin M. Speiser and Health-Chem
Corporation.
Exhibit H: Second Amendment, executed as of September 17, 1996,
to Stock Purchase Agreement dated as of March 29,
1996 by and between Marvin M. Speiser and Health-Chem
Corporation.
Page 13 of 19
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement with respect to it is true, complete
and correct.
Indenture dated July 22, 1993,
between Laura G. Speiser,
Grantor, and Laura G. Speiser
and Marvin M. Speiser, Trustees
/s/MARVIN M. SPEISER
Marvin M. Speiser, Sole Trustee
Date: October 7, 1996
Page 14 of 19
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<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement with respect to it is true, complete
and correct.
Grantor Retained Annuity Trust dated
December 13, 1995, between Laura G.
Speiser, Grantor, and Laura G.
Speiser and Marvin M. Speiser,
Trustees
/s/LAURA G. SPEISER
Laura G. Speiser, Trustee
/s/MARVIN M. SPEISER
Marvin M. Speiser, Trustee
Date: October 7, 1996
Page 15 of 19
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<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
SIGNATURE
After reasonable inquiry and to the best of her knowledge
and belief, the undersigned certifies that the information set
forth in this statement with respect to her is true, complete
and correct.
/s/LAURA G. SPEISER
Laura G. Speiser
Date: October 7, 1996
Page 16 of 19
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
SIGNATURE
After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information set
forth in this statement with respect to him is true, complete
and correct.
/s/MARVIN M. SPEISER
Marvin M. Speiser
Date: October 7, 1996
Page 17 of 19
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
EXHIBIT INDEX
Sequentially
Exhibit Description Numbered
Page
Exhibit A: Amended and Restated Option Agreement,
dated as of August 30, 1991, by and
between Health-Chem Corporation and
Marvin M. Speiser. Previously filed.
Incorporated by reference to Schedule
13D, Amendment No. 7, dated July 22, 1993.
Exhibit B: Stock Purchase and Option Agreement, dated
as of July 15, 1994, by and between Health-
Chem Corporation and Marvin M. Speiser.
Previously filed. Incorporated by reference
to Schedule 13D, Amendment No. 8, dated
July 29, 1994.
Exhibit C: Loan Agreement, dated as of July 15, 1994, by
and between Marvin M. Speiser and The First
National Bank of Maryland. Previously filed.
Incorporated by reference to Schedule 13D,
Amendment No. 8, dated July 29, 1994.
Exhibit D: Promissory Note, dated as of July 15, 1994,
from Marvin M. Speiser to The First National
Bank of Maryland. Previously filed.
Incorporated by reference to Schedule 13D,
Amendment No. 8, dated July 29, 1994.
Exhibit E: Stock Pledge Agreement, dated as of July 15,
1994, by and between Marvin M. Speiser and
The First National Bank of Maryland.
Previously filed. Incorporated by reference
to Schedule 13D, Amendment No. 8, dated
July 29, 1994.
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SCHEDULE 13D
CUSIP NO. 422 174 10 2
Exhibit F: Stock Purchase Agreement, dated as of
March 29, 1996, by and between
Marvin M. Speiser and Health-Chem
Corporation.
Exhibit G: First Amendment executed as of
June 28, 1996 to Stock Purchase
Agreement dated as of March 29, 1996
by and between Marvin M. Speiser and
Health-Chem Corporation
Exhibit H: Second Amendment executed as of
September 17, 1996 to Stock Purchase
Agreement dated as of March 29, 1996
by and between Marvin M. Speiser and
Health-Chem Corporation.
Page 19 of 19
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STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of March 29, 1996, by and
between Marvin M. Speiser ("Speiser") and Health-Chem Corporation,
a Delaware corporation ("Health-Chem").
WHEREAS, Speiser is the beneficial owner of 3,587,226 of the
7,982,424 outstanding shares of common stock, par value $.01 per
share ("Common Stock"), of Health-Chem; and
WHEREAS, Health-Chem has the right to acquire from Speiser
(i) 1,207,689 shares of Common Stock pursuant to an Option
Agreement dated August 30, 1991 (the "Baker Shares") and (ii)
575,000 shares of Common Stock pursuant to an Option Agreement
dated July 15, 1994 (the "NU Shares," and collectively with the
Baker Shares hereinafter referred to as the "Option Shares"); and
WHEREAS, Health-Chem believes that it is in the best
interests of Health-Chem and its stockholders if the "float" of
Common Stock were increased, so that a greater number of shares
of Common Stock were beneficially owned by holders other than
affiliates of Health-Chem; and
WHEREAS, Health-Chem also believes that the capital markets
may be better able to analyze and evaluate Health-Chem's
financial performance if a relatively large percentage of the
outstanding shares were not subject to repurchase by Health-Chem;
and
WHEREAS, Health-Chem is legally prohibited from directly
exercising its options to acquire the Option Shares by covenants
contained in certain debt instruments to which Health-Chem is
bound
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and by the terms of said Option Agreements which do not permit
partial exercise; and
WHEREAS, Health-Chem and Speiser believe that the offering
of subscription rights contemplated as by this Agreement would
provide an opportunity to increase the "float" of Common Stock
without increasing the number of shares of Common Stock
outstanding, at the same time providing to Health-Chem
substantially the equivalent benefit of the exercise of its
options to acquire the Option Shares.
NOW, THEREFORE, in consideration of the mutual promises
contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Offering of Subscription Rights. Following the execution
and delivery of this Agreement, Health-Chem will undertake to offer
to its stockholders (other than Speiser) of record as of a date to
be fixed as hereinafter provided (the "Record Date"), rights to
subscribe to purchase shares of Common Stock (a "Subscription
Right," collectively, the "Rights"), on the following basis:
(a) One right shall be granted for each share of
Common Stock held of record with ten (10) Subscription
Rights being aggregated to purchase three (3) shares of
Common Stock.
(b) The Rights and the underlying shares of Common
Stock shall be registered pursuant to a registration
statement (the "Registration Statement") filed with the
Securities and
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Exchange Commission (the "SEC") under the Securities Act of
1933 (the "1933 Act").
(c) The Record Date and the subscription price of the
Common Stock offered to stockholders pursuant to the
Subscription Rights offering shall be determined by the
Board of Directors of Health-Chem (or a duly appointed
committee thereof) prior to the effectiveness of the
Registration Statement; provided, however, that the exercise
price per share shall not be less than the "Average Option
Price" as defined in Section 3 below.
(d) The Subscription Rights shall be exercisable for
a period, as determined by Health-Chem, of not less than
fifteen (15) days nor more than forty-five (45) days
following effectiveness of the Registration Statement and
shall expire if unexercised at such time (the "Expiration
Date"). The Subscription Rights granted to Health-Chem
stockholders shall be transferable. No fractional shares
of Common Stock will be issued. Subscription Rights shall
be exercisable by a holder only in units of ten (10) for
three (3) shares (and integral multiples thereof) and not
in part.
(e) For purposes of the offering of Subscription
Rights, Speiser shall be deemed not to receive his pro rata
portion of such Subscription Rights, or if and to the extent
he is considered to have received such Subscription Rights,
Speiser agrees that he will not exercise nor transfer such
Subscription Rights (said pro rata portion to be calculated
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based upon Speiser's beneficial ownership of outstanding
shares of Common Stock other than the Option Shares as of
the Record Date).
(f) The offering of Subscription Rights shall be made
on such other terms and conditions, including without
limitation, the legality of the offer and sale under the
various securities laws of the several states, as
Health-Chem shall determine.
2. Amendment to the Option Agreements. Upon the
effectiveness of the Registration Statement, Health-Chem and
Speiser shall execute an amendment to each Option Agreement to
permit Health-Chem to exercise such Option Agreement in part so
that the number of shares of Common Stock purchased by Health-
Chem thereunder is equal to the product obtained by multiplying
the number of Option Shares covered by such Option Agreement by
the Applicable Fraction; provided such exercises result in an
aggregate purchase price paid for such Option Shares equal to the
amount described in Section 3 below; and provided, further, that
each Option Agreement shall thereafter terminate in accordance
with Section 5 below. For purposes of this Agreement, the
"Applicable Fraction" shall mean a fraction, the numerator of
which is the total number of shares of Common Stock outstanding
as of the Record Date other than the number of shares of Common
Stock equal to the sum of the number of Option Shares and the
number of other shares of Common Stock beneficially owned by
Speiser as of the Record Date, and the denominator of which is
the total number of shares of
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Common Stock outstanding as of the Record Date other than the
number of Option Shares outstanding as of the Record Date.
3. Purchase of Shares Subscribed For. On the Expiration
Date, Health-Chem shall notify Speiser of the number of Option
Shares as to which Health-Chem is exercising its option to
purchase pursuant to each Option Agreement, which number shall be
equal to the aggregate number of shares of Common Stock
subscribed for in the offering of Subscription Rights, but not
greater than 1,263,807 shares, and which shall result in an
aggregate purchase price for the shares of Common Stock being
purchased from Speiser, equal to such number of shares multiplied
by the Average Option Price. For purposes of this Agreement, the
term "Average Option Price" shall mean the sum of (a) the
aggregate purchase price of the Baker Shares at such date, and
(b) the aggregate purchase price of the NU Shares at such date,
in each case, calculated as provided in the relevant Option
Agreement, divided by the total number of Option Shares. To the
extent that the number of shares of Common Stock subscribed for
pursuant to the Subscription Rights Offering exceeds the number
of shares which Speiser is obligated to sell hereunder, Health-
Chem shall deliver shares of Common Stock held in its treasury to
subscribers.
4. Payment for Shares Subscribed For. Immediately
following the Expiration Date, Health-Chem shall purchase from
Speiser, and Speiser shall sell to Health-Chem, the number of
shares of Common Stock set forth in the notice delivered pursuant
to Section 3 at the aggregate price set forth therein. Payment
shall be made to
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Speiser by wire transfer or in other immediately available funds
against receipt by Health-Chem of certificates representing such
shares; provided, however, that nothing herein shall be deemed to
require Speiser to deliver any specific certificates representing
shares of Common Stock. All shares of Common Stock provided by
Speiser shall be free and clear of any claims, liens or
encumbrances (other than as may be created hereby). The
certificates shall be accompanied by duly endorsed stock powers.
5. Termination of Option Agreements. Immediately following
the Expiration Date, each of the Option Agreements, to the extent
not then exercised, shall terminate in its entirety, together
with any and all rights, claims, liens and encumbrances of
Health-Chem in and to the Baker Shares and the NU Shares and
Speiser's obligation to sell and Health-Chem's right to purchase
such shares of Common Stock thereunder shall forthwith terminate,
and Speiser shall retain such shares of Common Stock free of any
claim of Health-Chem.
6. Execution and Time of Effectiveness. This Agreement may
be executed at any time prior to the filing of the Registration
Statement but shall be void and of no force and effect in the
event that the Registration Statement is not declared effective
by order of the SEC on or before June 30, 1996.
7. Binding Effect. Except as otherwise provided herein,
the Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, executors,
administrators, successors, legal representatives and assigns.
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8. Entire Agreement; Modification. This Agreement
constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof, and neither this Agreement
nor any provisions hereof shall be waived, changed, discharged or
terminated except by an instrument in writing signed by the party
against whom any waiver, change, discharge or termination is
sought.
9. Notices. All notices, requests, demands and other
communications which are required or may be given under this
Agreement shall be in writing and shall be deemed to be duly
given to be delivered if delivered personally by a nationally
recognized courier service or on the third business day following
deposit with the U.S. Postal Service as certified or registered
mail (return receipt requested), postage prepaid, and shall be
addressed:
If to Speiser:
Marvin M. Speiser
c/o Health-Chem Corporation
1212 Avenue of the Americas
New York, N.Y. 10036
with a copy to:
Thomas P. Desmond, Esq.
Vedder, Price, Kaufman
& Kammholz
222 North LaSalle Street
Chicago, IL 60601-10037
If to Health-Chem:
Health-Chem Corporation
1212 Avenue of the Americas
New York, N.Y. 10036
Attention: Bruce M. Schloss, Esq.
Vice President and Secretary
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with a copy to:
Paul Bork, Esq.
Hinckley, Allen & Snyder
One Financial Center
Boston, MA 02111-2625
or to such other address as the parties shall have specified by
notice in writing to the others.
10. Expenses; Further Assurances. All expenses associated
with the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby shall be
paid by Health-Chem. At the request of either party, the other
will promptly execute and deliver, or cause to be executed and
delivered, all such documents or instruments as may reasonably be
necessary or desirable to carry out or implement any provision of
this Agreement.
11. Governing Law. This Agreement and the rights of the
parties hereunder shall be governed by and interpreted in
accordance with the laws of the State of New York, excluding its
conflict of laws rules.
IN WITNESS WHEREOF, the parties have hereto caused this
Agreement to be executed as of the day and year first above
written.
HEALTH-CHEM CORPORATION
By:/s/BRUCE M. SCHLOSS
Title: Secretary and Vice President
/s/MARVIN M. SPEISER
Marvin M. Speiser
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FIRST AMENDMENT
STOCK PURCHASE AGREEMENT
REFERENCE IS MADE to that certain Stock Purchase Agreement
(the "Stock Purchase Agreement") dated as of March 26, 1996 by
and between Marvin M. Speiser and Health-Chem Corporation, a
Delaware corporation.
WHEREAS, the parties hereto have entered into the Stock
Purchase Agreement; and
WHEREAS, the parties have agreed to amend the Stock Purchase
Agreement as provided herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency which is hereby acknowledged, the parties
hereby agree as follows:
1. The Stock Purchase Agreement is hereby amended by
deleting the original Section 6 in its entirety and inserting the
following in place thereof:
"6. Execution And Time Of Effectiveness. This Agreement
may be executed at any time prior to the filing of the
Registration Statement but shall be void and of no force
and effect in the event that the Registration Statement
is not declared effective by order of the SEC on or before
September 30, 1996."
2. All other terms, conditions and provisions of the Stock
Purchase Agreement are hereby ratified and confirmed in their
entirety.
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to the Stock Purchase Agreement to be executed as
of June 28, 1996.
HEALTH-CHEM CORPORATION
By:/s/BRUCE M. SCHLOSS
Its: Vice President and Secretary
/s/MARVIN M. SPEISER
Marvin M. Speiser
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SECOND AMENDMENT
TO
STOCK PURCHASE AGREEMENT
SECOND AMENDMENT to the Stock Purchase Agreement dated as of
March 26, 1996, as amended effective June 28, 1996 (the "Stock
Purchase Agreement"), by and between Marvin M. Speiser and
Health-Chem Corporation, a Delaware corporation ("Health-Chem").
WHEREAS, the parties hereto have entered into the Stock
Purchase Agreement and an amendment thereto, and
WHEREAS, the registered subscription rights offering to
stockholders (the "Offering") contemplated by the Stock Purchase
Agreement was completed on September 16, 1996, pursuant to which
subscriptions were received for 952,520 of the total of 1,269,926
shares available for subscription under the Offering which were
subject to either the 1991 Option or the 1994 Option (the "Option
Agreements") referenced in the Stock Purchase agreement; and
WHEREAS, Marvin M. Speiser has offered to waive his rights
under Section 5 of the Stock Purchase Agreement, which provided
for the termination of the repurchase option of Health-Chem as to
unsubscribed-for shares, and Mr. Speiser is willing to amend the
Stock Purchase Agreement such that the 317,406 shares
unsubscribed for in the Offering will continue to be subject to
the 1991 Option or the 1994 Option in proportion to the number of
shares originally subject to the respective options; and
WHEREAS, the parties have therefore agreed to further amend
the Stock Purchase Agreement as provided herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency which is hereby acknowledged, the parties
hereby agree as follows:
1. The Stock Purchase Agreement is hereby amended by
deleting the original Section 5 in its entirety and inserting the
following in place thereof:
"5. Continuation of Option Agreements. Immediately
following the Expiration Date, each of the Option
Agreements shall survive, but only to the extent of
unsubscribed-for shares in the following amounts:
(i) 215,028 shares shall remain subject to the
1991 Option Agreement; and
(ii) 102,378 shares shall remain subject to the
1994 Option Agreement."
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2. All of the terms, conditions and provisions of the Stock
Purchase Agreement are hereby ratified and confirmed in their
entirety.
IN WITNESS WHEREOF, the parties hereto have caused this
Second Amendment to the Stock Purchase Agreement to be executed
as of September 17, 1996.
HEALTH-CHEM CORPORATION
By:/s/BRUCE M. SCHOLSS
Its: Vice President and Secretary
/s/MARVIN M. SPEISER
Marvin M. Speiser
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