<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 Sec File Number
1-6787
FORM 12b-25
CUSIP Number
NOTIFICATION OF LATE FILING 422174 10 2
(Check One): [x] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ______________
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
________________________________________________________________
PART I - REGISTRANT INFORMATION
Health-Chem Corporation
Full Name of Registrant
Former Name if Applicable
460 Park Avenue, Suite 1300
Address of Principal Executive Office (Street and Number)
New York, NY 10022
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without
unreasonable effort or expense;
<PAGE>
[xx] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K, Form
N-SAR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due
date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K,
11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
SEE ATTACHED
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification
Paul R. Moeller 717 764-1191
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during
the preceding 12 months (or for such shorter) period
that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
[ x ] Yes [ ] No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for
the last fiscal year will be reflected by the earnings
statement to be included in the subject report or
portion thereof?
[ x ] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot
be made.
SEE ATTACHED
<PAGE>
HEALTH-CHEM CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date March 31, 1999 By /s/ Paul R. Moeller
Paul R. Moeller
Vice President Finance
<PAGE>
<PAGE>
Addendum to Form 12-b25 dated March 31, 1999
for
Health-Chem Corporation
Part III
As of the date hereof, although a number of indications of
interest have been received, no binding agreement has been signed
with regard to Registrant's previously announced sale process in
respect of its Herculite Products, Inc. and Hercon Environmental
Corporation subsidiaries. In the absence of such binding
agreement, Registrant is unable to make reasonable estimates
regarding net realizable values that would enable the preparation
of accurate financial statements. Although there can be no
assurance, it is anticipated that a binding agreement in respect
of the above-referenced sale will be entered into, allowing the
Registrant to fully disclose such financial statement effects in
its Annual Report on Form 10-K for the fiscal year ended December
31, 1998 on or before April 15, 1999.
It is anticipated that a significant change in results of
operations from the fiscal year ended December 31, 1997 will be
included in the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 in that the Registrant will
be reporting an estimated loss of approximately $6.5 million in
respect of the closing of the operations of Pacific Combining
Corporation, the Registrant's subsidiary, in November 1998.
