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UNITED STATES
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): November 3, 1998
Health-Chem Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-6787 13-2682801
(Commission File Number) (IRS Employer Identification No.)
1212 Avenue of the Americas, New York, NY 10036
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 398-0700
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Item 4. Changes in Registrant's Certifying Accountant
(a) On November 3, 1998, the Registrant was informed by its
independent auditors, PricewaterhouseCoopers LLP ("PwC"), of
PwC's resignation, effective as of that date. Prior to
receipt of PwC's resignation, the Registrant had begun the
process of considering firms for engagement as independent
auditors upon expiration of PwC's engagement prior to the end
of the 1998 fiscal year. On November 9, 1998, the board of
directors of Registrant's Transderm Laboratories Corporation
subsidiary ("Transderm") approved the recommendation of
Transderm's audit committee to appoint the accounting firm of
Richard A. Eisner & Company, LLP, as independent accountants
for Transderm for the year ending December 31, 1998. It is
anticipated that a proposed change in independent auditors to
Richard A. Eisner & Company, LLP will be submitted to
Registrant's Board of Directors for approval prior to November
13, 1998.
(b) During the two most recent fiscal years and the subsequent
interim period preceding the resignation of PwC, there have
been no disagreements with PwC on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of PwC, would have caused them to
make reference in connection with their report to the subject
matter of the disagreement or any reportable events.
(c) PwC's report on the financial statements for the past two
years contained no adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty, audit
scope or accounting principles.
(d) The Registrant had advised PwC that it was probable that the
Registrant would not be in compliance with certain covenants
of a bank loan agreement for the quarter ended September 30,
1998. Due to its resignation, PwC did not devote substantive
attention to the Registrant's resolution of this matter.
(e) The Registrant has requested that PwC furnish it with a letter
addressed to the SEC stating whether it agrees with the above
statements. A copy of PwC's letter to the SEC, dated November
10, 1998, is filed as Exhibit 16.1 to the Form 8-K.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements
None
(b) Pro Forma Financial Information
None
(c) Exhibits
16.1 Letter re Change in Certifying Accountant
SIGNATURE
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
HEALTH-CHEM CORPORATION
Date: November 10, 1998 By: /s/ Robert D. Speiser
Robert D. Speiser
Executive Vice President
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November 10, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Commissioners:
We have read the statements made by Health-Chem Corporation (copy
attached), which we understand will be filed with the Commission,
pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K
report for the month of November 1998. We agree with the
statements concerning our Firm in such Form 8-K except that we have
no basis to agree or disagree with the Company's commentary on the
selection of new auditors.
Very truly yours,
PricewaterhouseCoopers LLP
