UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
HEALTH-CHEM CORPORATION
(Name of Issuer)
Common Stock Par Value, $.01 Per Share
(Title of Class of Securities)
422174102
(CUSIP NUMBER)
I. Michael Bayda
Jacobs Persinger & Parker
77 Water Street, New York, NY 10005
Telephone: (212) 344-1866
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 16, 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 [X].
(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 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).
<PAGE>
Schedule 13D
Cusip No. 422,174,102 Page 2 of 7 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andy E. Yurowitz ###-##-####
8 Kupperman Lane
Monsey, New York 10952
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
337,254 shares
8. SHARED VOTING POWER
168,960 shares
9. SOLE DISPOSITIVE POWER
337,254 shares
10. SHARED DISPOSITIVE POWER
168,960 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
506,214 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14. TYPE OF REPORTING PERSON
Individual
<PAGE>
Schedule 13D
Page 3 of 7 Pages
Item 1. Security and Issuer
Common Stock, $.01 par value
Health-Chem Corporation
1212 Avenue of the Americas
24th Floor
New York, New York 10036
Item 2. Identity and Background
(a) Name - Andy Yurowitz
(b) Address - 8 Kupperman Lane
Monsey, New York 10952
(c) Occupation - Securities Broker
Hampshire Securities Corporation
640 Fifth Avenue
New York, NY 10019
(d) Andy Yurowitz has not been convicted in a criminal
proceeding during the last five years.
(e) Andy Yurowitz is not and during the last five years has not
been a party to a civil or administrative proceeding
resulting in a judgment, decree or final order relating to
federal or state securities laws or a finding of any
violation thereof.
On June 1, 1996, Health-Chem Corporation ("Health-Chem")
commenced a civil action in the United States District Court
for the Southern District of New York alleging that Andy
Yurowitz and two other stockholders of Health-Chem, Herman
Rovner and Bruce Nicholl, collectively own more than five
percent of the outstanding common stock of Health-Chem, have
acted in concert in opposition to the management of
Health-Chem and together constitute a "person" within the
meaning of Section 13(d) of the Securities Exchange Act of 1934,
required to file a Schedule 13D. Andy Yurowitz has denied
entering into any agreements or understandings with
Messrs. Rovner or Nicholl with respect to the common stock
of Health-Chem and is contesting this action.
The New York Stock Exchange has filed a charge against Andy
Yurowitz alleging that he facilitated his son's acting as a
securities broker when he was not registered to act as
such. Andy Yurowitz has denied the charge. The proceeding
is pending.
(f) Andy Yurowitz is a U.S. Citizen.
<PAGE>
Page 4 of 7 Pages
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The common stock was acquired with personal funds of Andy
Yurowitz, except for the shares acquired by Andy Yurowitz and
Miklos Yurowitz (Andy's father), jointly, which were acquired with
the personal funds of Miklos Yurowitz. The aggregate amount
of funds used for the purchases on September 16, 1996 was $143,424.60.
Item 4. PURPOSE OF TRANSACTION
All of the shares have been acquired for investment. Andy
Yurowitz may acquire additional shares of Health-Chem or dispose
of some or all of his shares, but has no present plans to do so.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares of common stock of
Health-Chem beneficially owned by Andy Yurowitz is 506,214,
representing 6.3% of the outstanding common stock. This
number includes 51,960 shares owned jointly with Miklos
Yurowitz, because Andy Yurowitz may be deemed to be the
beneficial owner thereof. All shares acquired jointly with
Miklos Yurowitz were acquired with funds of Miklos
Yurowitz. Andy Yurowitz disclaims beneficial ownership of
these shares.
(b) Andy Yurowitz has the sole power to vote or direct the vote
and to dispose of or direct the disposition of 337,254
shares, and the shared power to vote or direct the vote and
to dispose of or direct the disposition of 168,960 shares,
of which 117,000 shares are owned jointly with Helen
Yurowitz, Andy's wife, and 51,960 shares are owned jointly
with Miklos Yurowitz. All decisions as to the voting and
disposition of shares owned jointly with Miklos Yurowitz are
made by Miklos Yurowitz.
<PAGE>
Page 5 of 7 Pages
Helen Yurowitz resides at 8 Kupperman Lane, Monsey, New York
10952. She is a homemaker. She has not during the last
five years been convicted in a criminal proceeding or been a
party to any civil or administrative proceeding resulting in
a judgment, decree or final order relating to federal or
state securities laws or a finding of any violation
thereof. She is a U.S. citizen.
Miklos Yurowitz resides at 10 Nechmia, B'neu Braque,
Israel. He has not during the last five years been
convicted in a criminal proceeding or been a party to any
civil or administrative proceeding resulting in a judgment,
decree or final order relating to federal or state
securities laws or a finding of any violation thereof. He
is a U.S. citizen.
(c) Andy Yurowitz engaged in the following purchases of common
stock of Health-Chem during the past sixty days. There were no
other transactions by him with respect to the common stock
of Health-Chem during that period.
PRICE WHERE AND HOW
IDENTITY OF AMOUNT OF PER TRANSACTION
PURCHASER DATE SECURITIES SHARE EFFECTED
Andy Yurowitz 8/2/96 6,300 shares $1.50 AMEX
and
Miklos Yurowitz,
jointly
Andy Yurowitz 9/16/96 25,560 shares $1.10 Purchase from
and Issuer
Miklos Yurowitz,
jointly
Andy Yurowitz 9/16/96 77,826 shares $1.10 Purchase from
(IRA) Issuer
Andy Yurowitz 9/16/96 27,000 shares $1.10 Purchase from
and Issuer
Helen Yurowitz,
jointly
<PAGE>
Page 6 of 7 Pages
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Except as set forth above, Andy Yurowitz has no contracts,
arrangements, understandings or relationships with any person with
respect to any securities of Health-Chem.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
<PAGE>
Page 7 of 7 Pages
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.
September 18, 1996 /s/ Andy E. Yurowitz
- ------------------------- -------------------------
Date Signature
Andy E. Yurowitz
-------------------------
Name/Title
