<PAGE>
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:
X Preliminary Proxy Statement
- -- Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6 (e)(2))
- -- Definitive Proxy Statement
- -- Definitive Additional Materials
- -- Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Health-Chem Corp.
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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.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) 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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(4) Proposed maximum aggregate value of transaction:
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(5) 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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<PAGE>
ANDY E. YUROWITZ
PROXY STATEMENT
IN OPPOSITION TO THE MANAGEMENT OF
HEALTH-CHEM CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 1, 1999
Dear Fellow Stockholder of Health-Chem Corporation:
This statement is furnished in connection with the solicitation by Andy
E. Yurowitz of proxies to be used at the Annual Meeting of Stockholders of
Health-Chem Corporation (the "Company") to be held at 10:00 a.m. local time on
December 1, 1999 at the Marriott Financial Center, 85 West Street, New York, New
York and at any adjournments thereof (the "Meeting"). The proxies are being
solicited to elect a state of directors proposed by Mr. Yurowitz. All
stockholders of record at the close of business on October 29, 1999 are entitled
to notice of and to vote at such Meeting. Proxy cards and Proxy Statements are
expected to be mailed to stockholders on or about November 8, 1999. The stock
transfer books will not be closed. The holders of a majority of the shares
entitled to vote at the Meeting must be present in person or represented by
proxy in order to constitute a quorum for all matters to come before the
Meeting.
Any proxy, if received in time for voting and not revoked, will be
voted at the Meeting in accordance with the directions of the stockholder. Any
stockholder giving a proxy has the power to revoke it in person or by a writing
delivered to Mr. Yurowitz, c/o Georgeson Shareholder Communications Inc., Wall
Street Plaza, New York, New York 10005, at any time before it is exercised, by
delivering a duly executed proxy bearing a later date or by voting in person at
the Meeting. Attendance at the Meeting will not in and of itself constitute a
revocation.
Mr. Yurowitz does not know of any matters which will be brought before
the Meeting other than the election of directors. However, if any other matter
properly comes before the Meeting, it is intended that the persons named in and
acting under the enclosed form of proxy, or their substitutes, will vote on such
matters in accordance with their best judgment.
At the close of business on October 29, 1999, the Company had
outstanding 7,665,018 shares of common stock. Each share has one vote. Unless
the context otherwise indicates, the term "Company" refers to Health-Chem
Corporation. The Company's principal executive offices are located at 460 Park
Avenue, Suite 1300, New York, New York 10022.
NOMINEES FOR ELECTION AS DIRECTORS
Mr. Yurowitz is proposing the following state of directors in
opposition to incumbent management. Six (6) directors are to be elected at the
Meeting to hold office until the next annual meeting of stockholders and until
their successors have been elected and shall have qualified.
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The members of the Board of Directors are elected by a plurality of the
shares present or represented at the Meeting, and voting on the election of
directors.
Unless otherwise instructed, shares represented by the proxies will be
voted for the election of the nominees listed below, none of whom are members of
the present Board of Directors. Each such nominee has consented to serve as a
director if elected. If for any reason any of these nominees should fail to be a
candidate, the proxies solicited by Mr. Yurowitz will be voted in favor of the
remainder of those named and for substitute nominees selected by Mr. Yurowitz.
There are no arrangements or understandings between any nominee and any other
person pursuant to which he was selected as a nominee.
The table below, including the notes thereto, sets forth each of Mr.
Yurowitz's nominees for election as a director (based on information supplied by
them) their name, age and principal occupation or employment during the past
five years.
INFORMATION CONCERNING NOMINEES
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation Age
- ------------------------- -------------------- ---
<S> <C> <C>
Andy E. Yurowitz (a) Vice President - Investments of Gruntal & 63
2125 Center Avenue Co., LLC, an investment banking company
Fort Lee, NJ 07024
Michael M. Goldberg, M.D. Chairman of the Board and Chief Executive 40
765 Old Saw Mill River Road office of Emisphere Technologies, Inc.
Tarrytown, NY 10591 ("Emisphere"), a company engaged in the
development of oral drug delivery systems
for drugs currently requiring injection
Barry B. Kanarek, M.D., Ph.D. (b) Senior Vice President Clinical Affairs and 54
765 Old Saw Mill River Road Chief Medical Officer of Emisphere
Tarrytown, NY 10591
Wolf Prensky, Ph.D. Self-employed consultant, primarily in the 68
28-10 High Street field of HIV detection and testing
Fair Lawn, NJ 07410
Zachary Prensky (c) Principal of Zackfoot Investments LLC, an 26
372 Central Park West investment banking and venture capital firm
Suite 9S
New York, NY 10025
Jack I. Zwick Certified Public Accountant and principal of 63
3000 Southfield Town Center Zwick & Solomon, P.L.L.C., a public
Suite 2300 accounting firm
Southfield, MI 48075
</TABLE>
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(a) Mr. Yurowitz has been with Gruntal & Co., LLC since March 1998. Prior
to that, he was a Senior Vice President for more than five years with
Hampshire Securities, an investment banking firm.
(b) Dr. Kanarek has been with Emisphere since May 1998. Before that, he was
Vice President, Medical Operations (the Americas) for ClinTrials
Research Inc., a pharmaceutical research company, from January 1997
through April 1998. From September 1991 through January 1997 he was
employed at Glaxo Wellcome Inc., a pharmaceutical company, first as
Director, Antiemesis, Clinical Research, then as Vice President,
Medical Operations Division (North America), next as Head of Medical
Operations, Chief Medical Officer and finally as Vice President, Group
Medical Operations Directorate, Division of U.S. Medical Affairs.
(c) Mr. Prensky has been with Zackfoot Investments, LLC since June 1997.
Previously he was a principal and Chief Financial Officer of Ram
Caterers of Flatbush, LLC, a catering firm, from September 1995 to May
1997. Before that he was a student. Mr. Prensky is the son of Wolf
Prensky.
SECURITY OWNERSHIP OF
MR. YUROWITZ'S NOMINEES
The following table, including the notes, sets forth certain
information regarding the ownership of the Company's Common Stock at October 29,
1999 by each nominee for director nominated by Mr. Yurowitz, along with all
transactions in such Common Stock by persons in the past two years.
Name of Nominee Number of Shares Percent of Class
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Andy E. Yurowitz (a) 541,200 7.06%
Michael M. Goldberg, M.D. None *
Barry B. Kanarek, M.D., Ph.D. None *
Wolf Prensky (b) 500 *
Zachary Prensky (c) 500 *
Jack I. Zwick (d) 100 *
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* Less than 1 %
(a) 400,000 shares of such Common Stock are held individually by Mr.
Yurowitz, and 141,200 shares of Common Stock are held in a brokerage
account owned jointly by Mr. Yurowitz and his wife, Helen Yurowitz. Of
the shares held in such brokerage account, 151,100 shares are held in
street name, and 100 shares are owned of record by Mr. Yurowitz and his
wife as JTWROS. Such amount does not include 116,100 shares of Common
Stock owned beneficially by Mr. Yurowitz's son, Alan J. Yurowitz, as to
which Mr. Yurowitz disclaims
<PAGE>
beneficial ownership. Mr. Yurowitz's only transactions in the Company's
Common Stock in the last two years are as follows: on July 30, 1998,
Mr. Yurowitz sold 2,000 shares on the American Stock Exchange ("AMEX")
at $1.75 per share; on October 15, 1998, Mr. Yurowitz purchased 20,000
shares on the AMEX at $.8125 per share on December 7, 1998 Mr. Yurowitz
and his wife jointly purchased 16,200 shares in a private transaction
at $.625 per share; and on March 30, 1999, Mr. Yurowitz and his wife
jointly sold 10,000 shares on the AMEX at $.75 per share.
(b) Mr. Prensky purchased 500 shares of the Company's Common Stock on March
8, 1999 on the AMEX at $.75 per share. This was his only transaction in
the Common Stock during the past two years.
(c) Mr. Prensky purchased 500 shares of the Company's Common Stock on March
8, 1999 on the AMEX at $.75 per share. This was his only transaction in
the Common Stock during the past two years.
(d) Mr. Zwick purchased 100 shares of the Company's Common Stock on March
11, 1999 on the AMEX at $.75 per share. This was his only transaction
in the Common Stock during the past two years.
SOLICITATION; EXPENSES
Proxies may be solicited by Mr. Yurowitz or his nominees by mail,
telephone, telegraph and personal solicitation. Banks, brokerage houses and
other custodians, nominees and fiduciaries will be requested to forward the
solicitation material of Mr. Yurowitz to their customers for whom they hold
shares and Mr. Yurowitz will reimburse them for their reasonable out-of-pocket
expenses.
Mr. Yurowitz has retained Georgeson Shareholder Communications Inc. for
assistance in the solicitation of proxies, for which it will be paid a fee of up
to $25,000 and will be reimbursed for its reasonable expenses. Approximately 10
persons will be utilized by Georgeson Shareholder Communications Inc.
Mr. Yurowitz estimates that total expenditures relating to the
solicitation and related litigation will be as much as $100,000. Mr. Yurowitz
will seek reimbursement from the Company for all expenses incurred in connection
with the solicitation of proxies, but does not intend to seek stockholder
approval for such reim bursement.
STOCKHOLDER PROPOSALS
Any stockholder proposal to be considered by the Company for inclusion
in the 2000 Annual Meeting of Stockholders proxy materials must be received by
the Company not later than December 31, 1999.
OTHER MATTERS
While Mr. Yurowitz does not know of any matters which may be brought
before the Meeting, the proxy confers discretionary authority with respect to
the transaction of any other business. It is expected that shares represented by
proxies will be voted in opposition to the Board of Directors on any question
which may properly be submitted at the Meeting.
Andy E. Yurowitz
<PAGE>
PROXY
SOLICITED BY ANDY E. YUROWITZ
PROXY for Annual Meeting of Stockholders of Health-Chem Corporation to be held
on December 1, 1999 at 10:00 A.M. local time at the Marriott Financial Center,
85 West Street, New York, New York.
The undersigned hereby appoint Andy E. Yurowitz, Paul Bookson,
or any one of them, with full power of substitution, as
proxies to vote at the annual meeting of stockholders
(including adjournments) of HealthChem Corporation to be
convened December 1, 1999.
(1. FOR / / the election as WITHHOLD / /
( directors of all AUTHORITY to
( nominees listed (except vote for all
( any nominee whose name is nominees
Mr. Yurowitz ( written in by stock- listed
recommends ( holder)
a vote (
FOR ( Nominees: Andy E. Yurowitz, Michael M. Goldberg,
( Barry B. Kanarek, Wolf Prensky, Zachary
( Prensky, Jack I. Zwick
(
( (INSTRUCTIONS: To withhold authority to vote for
( any individual nominee, write that nominee's name
( in the space provided below.)
(
( Nominees: _________________________________
(
(
(2. In their discretion, upon such matters as may
( properly come before the meeting.
(O V E R)
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PROXY
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED UPON THE
RESOLUTIONS LISTED ON THE OTHER SIDE HEREOF IN ACCORDANCE WITH THE IN STRUCTIONS
GIVEN BY THE STOCKHOLDER, BUT IF NO INSTRUCTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE PROPOSALS, AND OTHERWISE ACCORDING TO MR.
YUROWITZ'S RECOMMENDATIONS.
This proxy is to be voted for each proposition unless a contrary
vote is specified. It may be revoked at any time prior to its exercise in
person or by a writing delivered to Mr. Yurowitz.
Dated: , 1999
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_______________________________ (L.S.)
(Signature of Stockholder)
When signing as attorney, executor,
administrator, trustee, guardian or corporate
officer, please give your full title as such.
PLEASE DATE AND SIGN THIS PROXY AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING.
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