<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 Corporation
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Andy E. Yurowitz
-----------------------------------------------------------------------
(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:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(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):
________________________________________________________________________________
<PAGE>
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total Fee Paid:
________________________________________________________________________________
/ / Fee Paid previously with preliminary materials.
________________________________________________________________________________
/ / 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:
________________________________________________________________________________
(2) Form, schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing Party:
________________________________________________________________________________
(4) Date Filed:
________________________________________________________________________________
<PAGE>
ANDY E. YUROWITZ
PROXY STATEMENT
IN OPPOSITION TO THE MANAGEMENT OF
HEALTH-CHEM CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 10, 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 10, 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 19, 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 and thereby permit a vote on all matters
to come before the Meeting. Shares of common stock of the Company present in
person at the Meeting but not voting will be counted as present for purposes of
determining the presence or absence of a quorum for the transaction of business.
Shares of common stock of the Company for which proxies are received indicating
that the stockholder has abstained or withheld such person's vote will be
counted as present at the Meeting for purposes of determining the presence or
absence of a quorum for the transaction of business. Broker non-votes will also
be counted as present for purposes of determining the presence or absence of a
quorum for the transaction of business but will not be treated as votes cast for
purposes of any matter to be voted on at the Meeting.
Management of the Company is also soliciting proxies for the election
of its slate of nominees. Reference is made to management's proxy statement for
information concerning such nominees, the executive officers of the Company,
executive compensation, interests of management in certain transactions and
securities ownership of management and certain other beneficial owners.
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.
Signing, dating and delivering Mr. Yurowitz' proxy card will revoke any
previously dated proxy. 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.
The Meeting has been called pursuant to a settlement of litigation
commenced by Mr. Yurowitz to, among other things, compel the Company to hold a
meeting for the election of directors. On August 9, 1999, Mr. Yurowitz initiated
an action against the Company and its directors in the Court of Chancery of the
State of Delaware in and for New Castle County, in which he sought to summarily
direct the prompt holding of a meeting of the Company's stockholders pursuant to
Court supervision. In connection with this action, Mr. Yurowitz also sought to
enjoin the sale of assets by the Company's subsidiaries, Herculite Products,
Inc. and Hercon Environmental Corporation (the "Asset Sale"). On August
<PAGE>
13, 1999, Mr. Yurowitz and the Company entered into a stipulation (the "August
Stipulation") wherein, among other things: (i) Mr. Yurowitz agreed to withdraw
his motion for injunctive relief and to take no steps to block the consummation
of the Asset Sale; and (ii) the Company agreed to provide Mr. Yurowitz with
prior notice before entering into and/or consummating any extraordinary
corporate transaction requiring approval of the Company's Board of Directors in
advance of the Meeting. On October 27, 1999, the Company and Mr. Yurowitz
entered into a further stipulation amending the August Stipulation to provide
for the holding of the Meeting and certain related matters, including that (i)
the Company will provide Mr. Yurowitz two business days' notice of any
extraordinary corporate transaction requiring the approval of the Company's
Board of Directors; (ii) the Company will mail on behalf of Mr. Yurowitz and at
his expense any soliciting materials prepared by Mr. Yurowitz; and (iii) Mr.
Yurowitz shall not solicit or encourage an involuntary bankruptcy petition
naming the Company as debtor.
In an earlier action, the Company, on June 1, 1996, commenced a civil
action in the United States District Court for the Southern District of New York
alleging that Mr. Yurowitz and two other stockholders of the Company, Herman
Rovner and Bruce Nicholl, collectively owned more than five percent of the
outstanding common stock of the Company and acted as a group in concert in
opposition to the management of the Company and were therefore required to file
a Schedule 13D with the Securities and Exchange Commission. Mr. Yurowitz denied
entering into any agreements or understandings with Messrs. Rovner or Nicholl
with respect to the common stock of the Company. In August 1997 the Company's
complaint was dismissed by the Court for failure to state a cause of action. The
Court granted the Company leave to file an amended complaint within thirty days,
but no further pleading was filed.
Based on documents filed by management, the Meeting has been called to
elect six directors and to transact such other business as may come before the
Meeting or any adjournment thereof. 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.
Action on any such other matter is approved by a majority vote of the
outstanding shares of common stock of the Company present and entitled to vote
at the Meeting.
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.
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. Therefore, the nominees with the six highest numbers of votes will be
elected to serve as directors of the Company.
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
<PAGE>
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.
In addition to the nominees described below, Manfred Mayerfeld is a
participant in Mr. Yurowitz's solicitation of proxies for the Meeting by virtue
of the fact that he has contributed $35,000 to Mr. Yurowitz to support Mr.
Yurowitz's solicitation efforts. Since 1991 Mr. Mayerfeld has been a retired
teacher. He beneficially owns 391,789 shares of common stock of the Company
(5.11% of the outstanding common stock) and $35,000 principal amount of the
Company's 10-3/8% Convertible Subordinated Debentures due April 15, 1999. Mr.
Mayerfeld lives at 116 College Road, Monsey, New York 10952 and is 68 years of
age. There is no agreement, arrangement or understanding between Mr. Yurowitz
and Mr. Mayerfeld regarding future funding of Mr. Yurowitz's solicitation
efforts or between Mr. Mayerfeld and any person regarding future employment or
any future transaction to which the Company will or may become a party.
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. Each of such persons has engaged in the principal occupation,
including, where applicable, job title, for at least five years unless otherwise
set forth in a note to the table.
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
Fort Lee, NJ 07024 company
Michael M. Goldberg, M.D. Chairman of the Board and Chief 40
765 Old Saw Mill River Road Executive office of Emisphere
Tarrytown, NY 10591 Technologies, Inc. ("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 54
765 Old Saw Mill River Road and Chief Medical Officer of Emisphere
Tarrytown, NY 10591
Wolf Prensky, Ph.D. Self-employed consultant, primarily in 68
28-10 High Street the field of HIV detection and testing
Fair Lawn, NJ 07410
<PAGE>
Zachary Prensky (c) Principal of Zackfoot Investments LLC, 26
372 Central Park West an investment banking and venture
Suite 9S capital firm
New York, NY 10025
Jack I. Zwick Certified Public Accountant and 63
3000 Southfield Town Center principal of Zwick & Solomon,
Suite 2300 P.L.L.C., a public accounting firm
Southfield, MI 48075
</TABLE>
(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, Anti-emesis, 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
- --------------- ---------------- ----------------
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 *
<PAGE>
__________
* 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 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
The Company has elected to mail Mr. Yurowitz's proxy materials at his
expense pursuant to Rule 14a- 7 under the Securities Exchange Act of 1934. In
addition, 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, including the costs of litigation related to
the Meeting, but does not intend to seek stockholder approval for such
reimbursement. To date Mr. Yurowitz has spent approximately $70,000 in
connection with the solicitation of proxies and related litigation expense.
STOCKHOLDER PROPOSALS
<PAGE>
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 10, 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 Health-Chem Corporation to be
convened December 10, 1999.
<TABLE>
<S> <C>
(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.
</TABLE>
(O V E R)
<PAGE>
PROXY
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
_______________________________
_______________________________ (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.
- 2 -
