SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Health-Chem Corporation
(Name of Registrant as Specified in Its Charter)
Health-Chem Corporation
(Name of Person(s) Filing Proxy Statement)
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HEALTH-CHEM CORPORATION
460 PARK AVENUE -- NEW YORK, NEW YORK 10022
Telephone: 212-751-5600 -- Fax: 212-751-5653
EXECUTIVE
OFFICES
November 24, 1999
HEALTH-CHEM'S ANNUAL MEETING IS DECEMBER 10.
PLEASE VOTE YOUR WHITE PROXY CARD TODAY!
Dear Health-Chem Stockholder:
Health-Chem's 1999 annual meeting is scheduled for December 10 - which will be
less than two weeks from the date you receive this letter. Enclosed is a WHITE
proxy card which you may use to support your management's nominees. Because time
is so short before the annual meeting, we ask that you take a moment to sign,
date and mail the enclosed card. Please do so today!
PROXY CONTEST WARNING: IGNORE ANY PROXY
MATERIALS YOU MAY RECEIVE FROM ANDY YUROWITZ.
You should be aware that a disgruntled shareholder, Andy Yurowitz, has started a
proxy contest to replace your Board of Directors with his own hand-picked
nominees. You may be receiving a blue proxy card from Mr. Yurowitz. We ask you
to ignore his blue card and vote only the enclosed WHITE card to support your
management's nominees.
THE NOTORIOUS PAST OF ANDY YUROWITZ.
Please note the following facts about Andy Yurowitz:
o IN JUNE OF 1987, ANDY YUROWITZ, THEN A BROKER AT E.F. HUTTON, WAS ARRESTED
BY INTERNAL REVENUE SERVICE AGENTS AT HIS FIRM'S OFFICES.
o HE WAS INDICTED* FOR USING HIS EXECUTIVE POSITION AT HUTTON TO HELP LAUNDER
$450,000 FOR CONVICTED DRUG SMUGGLER ROBERT CASTORO OF WINTER SPRINGS,
FLORIDA. CASTORO WAS ACCUSED OF SMUGGLING AT LEAST 360,000 POUNDS OF
MARIJUANA AND 440 POUNDS OF COCAINE FROM 1977 TO 1984.
o AUTHORITIES SEIZED YUROWITZ' PASSPORT TO PREVENT HIM FROM FLEEING THE
COUNTRY AFTER HE WAS RELEASED ON $100,000 BAIL.
ASK YOURSELF: DO YOU WANT SOMEONE WITH YUROWITZ' UNSAVORY PAST TO TAKE CONTROL
OF YOUR BOARD OF DIRECTORS?
- --------
* Mr. Yurowitz was eventually acquitted of these criminal charges.
Remember -- O.J. Simpson was acquitted, too.
<PAGE>
YOUR BOARD AND MANAGEMENT SHARES YOUR INTEREST IN SEEING
THE VALUE OF HEALTH-CHEM SHARES MAXIMIZED.
Although it admittedly has been a difficult time for Health-Chem recently, this
is not the time to turn control of your Company to an insurgent group with a
member who has been arrested and accused of laundering drug money.
REMEMBER -- YOUR BOARD AND MANAGEMENT TOGETHER OWN ABOUT 33 PERCENT OF
HEALTH-CHEM'S STOCK. WE, MORE THAN ANYONE, SHARE YOUR INTEREST IN SEEING THE
VALUE OF HEALTH-CHEM'S SHARES MAXIMIZED FOR THE BENEFIT OF ALL SHAREHOLDERS.
PLEASE VOTE YOUR WHITE PROXY TODAY!
Again, enclosed with this letter is a WHITE proxy card which you can use to
support your management's nominees. With the December 10 meeting date
approaching quickly, it is important that you vote promptly so that your shares
will be in the final tally at the annual meeting.
REMEMBER -- IF YOU ALREADY VOTED A BLUE PROXY CARD IN FAVOR OF THE YUROWITZ
NOMINEES, YOU HAVE EVERY LEGAL RIGHT TO CHANGE YOUR MIND AND SUPPORT
MANAGEMENT'S NOMINEES BY RETURNING THE WHITE PROXY. ONLY YOUR LATEST-DATED PROXY
CARD WILL COUNT.
If you have questions, or need assistance voting or in changing your vote,
please contact Health-Chem's proxy solicitor, MacKenzie Partners, Inc. toll-free
at (800) 322-2885
Your Board of Directors appreciates your support of Health-Chem and its
nominees.
Sincerely,
/s/ MARVIN M. SPEISER
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Marvin M. Speiser
Chairman of the Board and President
