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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6 (e)(2))
/ / Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Health-Chem Corporation
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(Name of Registrant as Specified in Its Charter)
Andy E. Yurowitz
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(a) Title of each class of securities to which transaction
applies:
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(b) Aggregate number of securities to which transaction applies:
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(c) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
- --------------------------------------------------------------------------------
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(d) Proposed maximum aggregate value of transaction:
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(e) Total Fee Paid:
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/ / Fee Paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ANDY E. YUROWITZ
8 Kupperman Lane
Monsey, New York 10952
November 22, 1999
ACT NOW TO CHANGE THE HEALTH-CHEM BOARD
Dear Fellow Stockholder:
On Friday, December 10, 1999, Health-Chem Corporation ("Health-Chem") will
hold its annual meeting of stockholders. This meeting is being held only after I
sued Health-Chem and its directors in Delaware Chancery Court to force an annual
meeting. I urge you to take advantage of this opportunity. Please read the
enclosed proxy materials carefully and support my efforts to bring new
management to Health-Chem. A change is long overdue.
Under Marvin Speiser's leadership, the value of Health-Chem has been
destroyed in the marketplace. Consider the following:
o Health-Chem's common stock has gone from as high as 4-7/16 as
recently as January 1994 (and 13 in March 1987) to a current bid of
between 1/8 and 1/64 - i.e., approximately 2(cent)-13(cent) per
share, a loss of between 97% and 99% of the stock's value.
o Health-Chem's stock has been delisted from the American Stock
Exchange and is now traded only infrequently on the bulletin board.
o Health-Chem has recently sold off its most productive assets - the
business of its Herculite Products, Inc. and Hercon Environmental
Corporation subsidiaries without notifying stockholders or giving
them an opportunity to vote.
Meanwhile, Marvin Speiser and his son, Robert, continue to receive more than
$870,000 of cash compensation from Health-Chem per year. Marvin Speiser alone
received more than $600,000 in 1998. That is more than the value of the entire
company in the stock market today. Yet Marvin Speiser's hand-picked
"independent" Compensation Committee says "Speiser's compensation reflects his
contribution to the Company and the achievement of specific long-term and
short-term objectives of the Company."
ENOUGH IS ENOUGH!
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I seek your vote for my nominees who are committed to providing
independent management and who will
o Develop a plan to maximize remaining asset values and will act
promptly to implement this plan.
o Seek to replace Marvin Speiser as Chairman and President and Robert
Speiser as Executive Vice President of Health-Chem and challenge
their claimed employment contract rights.
o Review the propriety of the sale of the businesses of Health-Chem's
subsidiaries, Herculite Products, Inc. and Hercon Environmental
Corporation, and of Health-Chem's York, Pennsylvania property.
Join us in our efforts to realize the maximum value for all Health-Chem
stockholders by immediately signing, dating and marking the enclosed BLUE proxy
card.
Thank you for your support and encouragement.
Sincerely,
Andy E. Yurowitz
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IMPORTANT VOTING INSTRUCTIONS
Shares in Your Name. No matter how many or how few shares you own, please
vote FOR the nominees of Andy E. Yurowitz by signing, dating and mailing the
enclosed BLUE proxy card promptly.
Shares in Your Broker's Name. If you own shares in the name of a brokerage
firm, your broker cannot vote your shares unless he receives your specific
instructions. Please sign, date and mail the enclosed BLUE proxy card in the
envelope that has been provided by your broker promptly to be sure your shares
are voted.
Revoking Management's Proxy. If you have already voted management's proxy
card you have every right to change your vote by simply signing and mailing the
enclosed BLUE card which will automatically revoke your earlier proxy. Only your
latest dated proxy will count for the election of directors at the Annual
Meeting.
Questions and Assistance. If you have not received a BLUE proxy card, have
any questions or need assistance in voting, please call Georgeson Shareholder
Communications Inc., toll-free at 1-800-223-2064.
TIME IS SHORT.
VOTE TODAY - ELECT A NEW BOARD OF DIRECTORS!
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