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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Health-Chem Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
422174102
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(CUSIP Number)
Andrew J. Levinson, Herzfeld & Rubin, P.C., 40 Wall Street,
New York, New York 10005 (212) 344-5500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 10 , 1999
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(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 422174102 Page 2 of Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andy E. Yurowitz
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 400,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 151,200
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 400,000
10 SHARED DISPOSITIVE POWER
151,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
551,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.91%
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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The following Amendment No. 1 (this "Amendment") to a statement on
Schedule 13D (the "Statement") filed on September 18, 1996, with respect to the
common stock, par value $.01 per share (the "Common Stock"), of Health-Chem
Corporation (the "Issuer"), is being filed on behalf of Andy E. Yurowitz.
Item 2. Identity and Background.
The information previously filed in response to subsection (e) of Item
2 is amended by replacing the last sentence of the second paragraph thereof with
the following:
In or about August 1997, the Court dismissed the action, subject to the
right of the plantiffs to amend their complaint within 30 days of such order. No
amended complaint was ever filed.
The information previously filed in response to subsection (e) of Item
2 is further amended by replacing the last sentence of the third paragraph
thereof with the following:
In or about June 1997, following a hearing, the New York Stock Exchange
panel hearing the proceeding dismissed the charge.
Item 4. Purpose of Transaction.
The information set forth under Item 4 of the Statement is hereby
supplemented by adding the following at the end of Item 4:
By letter to the Issuer dated March 10, 1999, Mr. Yurowitz informed the
Issuer of his nomination of nine individuals (the "Nominees") for election to
the Board of Directors of the Issuer. A copy of such letter is annexed hereto as
Exhibit 1 and incorporated herein by reference. In connection with his
nomination of the Nominees, and pursuant to a proxy statement to be filed with
the Securities and Exchange Commission on Schedule 14A, Mr. Yurowitz intends to
solicit proxies from the stockholders of the Issuer to be voted at the next
Annual Meeting of the Issuer in favor of the election of the Nominees to the
Board of Directors of the Issuer.
Except as set forth in the preceding paragraph, Mr. Yurowitz has no
specific plans to effect or cause the Issuer to effect any of the specific
transactions enumerated in Item 4 of Schedule 13D. Notwithstanding the
foregoing, if Mr. Yurowitz and the other Nominees are elected to the Issuer's
Board of
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Directors, they may consider such of those transactions that might maximize
shareholder value. In addition, Mr. Yurowitz reserves the right at any time and
from time to time to acquire additional shares of Common Stock or to dispose of
any shares of Common Stock beneficially owned by him.
Item 5. Interest in Securities of the Issuer
The information set forth under Item 5 is hereby deleted and replaced
by the following:
(a) Mr. Yurowitz has acquired 400,000 shares of Common Stock in an
Individual Retirement Account (the "IRA") established for his benefit, and
151,200 shares of Common Stock in a joint account with his wife, Helen Yurowitz.
Accordingly, Mr. Yurowitz beneficially owns 6.91% of the Common Stock
outstanding, based on the 7,982,424 shares of Common Stock reported by the
Issuer as outstanding on November 16, 1998 in its Quarterly Report on Form 10-Q
for the period ended September 30, 1998. The number of shares of Common Stock
reported in this Amendment as owned by Mr. Yurowitz does not include 116,100
shares of Common Stock (1.45% of the outstanding Common Stock) owned
beneficially by Mr. Yurowitz's son, Alan J. Yurowitz, as to which Mr. Yurowitz
disclaims beneficial ownership.
(b) Mr. Yurowitz has sole voting and dispositive powers with respect to
the 400,000 shares of Common Stock held in the IRA and shares with his wife the
voting and dispositive
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powers with respect to the 151,200 shares of Common Stock held jointly by them.
(c) There have been no transactions with respect to the securities of
the Issuer by Mr. Yurowitz within the past 60 days.
(d) No person other than Mr. and Mrs. Yurowitz has the right to receive
or direct the receipt of dividends or sales proceeds of the Common Stock owned
or sold by them.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The information set forth under Item 6 of the Statement is hereby
supplemented by adding the following at the beginning of Item 6:
Manfred Mayerfeld, a retired teacher, has contributed $25,000 to Mr.
Yurowitz to support Mr. Yurowitz's efforts to elect the Nominees. Mr. Mayerfeld
is the beneficial owner of 391,789 shares of Common Stock (4.91% of the
outstanding Common Stock). Mr. Mayerfeld lives at 116 College Road, Monsey, New
York 10952 and is 67 years of age. There is no agreement, arrangement or
understanding between Mr. Yurowitz and Mr. Mayerfeld regarding future funding of
Mr. Yurowitz's efforts to elect Nominees or among Mr. Mayerfeld and any other
person regarding future employment or any future transaction to which
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the Company will or may become a party. Mr. Mayerfeld has not, during the last
five years, been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has Mr. Mayerfeld, during such period,
been a party to a civil proceeding of a judicial or administrative body and as a
result of such proceeding been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 7. Financial Statements And Exhibits.
* * *
(c) Exhibits:
1. Letter from Andy E. Yurowitz to Health-Chem Corporation dated March
10, 1999.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 10, 1999
/s/ Andy E. Yurowitz
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Andy E. Yurowitz
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EXHIBIT INDEX
No. Description
1. Letter from Andy E. Yurowitz to Health-Chem Corporation dated March 10,
1999.
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ANDY E. YUROWITZ
8 Kupperman Lane
Monsey, New York 10952
March 10, 1999
BY HAND AND U.S. MAIL
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Health-Chem Corporation
1212 Avenue of the Americas
New York, New York 10036
Attention: Secretary of the Corporation
Re: Nomination of Directors.
Gentlemen:
Pursuant to Section 9 of the By-laws of Health-Chem Corporation (the
"Company"), the undersigned, who are currently record holders of shares of the
Company's common stock, par value $.01 per share ("Common Stock"), hereby give
notice of their nomination of the persons identified below (the "Nominees") for
election to the Board of Directors of the Company.
<TABLE>
<CAPTION>
Shares of
Common Stock
Name and Home Beneficially
Address of Nominee Business Address Age Owned
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<S> <C> <C> <C>
Mordecai Cohen
915 West End Avenue 172 Madison Avenue
Apt. 8F Suite 402
New York, NY 10025 New York, New York 10016 33 0
Aaron David, M.D.
2829 Franklin Boulevard 980 Broadway
Merrick, NY 11566 Massapequa, NY 11758 49 3,081
Michael M. Goldberg, M.D. Emisphere Technologies, Inc.
159 Lydecker Street 765 Old Saw Mill River Road
Englewood, NY 07631 Tarrytown, NY 10591 40 0
</TABLE>
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Health-Chem Corporation
March 10, 1999
Page 2
<TABLE>
<S> <C> <C> <C>
Barry B. Kanarek, M.D., Ph.D. Emisphere Technologies, Inc.
188 Brookdale Road 765 Old Saw Mill River Road
Stamford, CT 06903 Tarrytown, NY 10591 54 0
American Water Connection
Jacob Kraitenberger Corp.
1145 East 24th Street 5002 16th Avenue
Brooklyn, NY 11210 Brooklyn, NY 11204 46 0
Wolf Prensky, Ph.D.
28-10 High Street 28-10 High Street
Fair Lawn, NJ 0741 Fair Lawn, NJ 0741 68 500
Zachary Prensky 372 Central Park West
28-10 High Street Suite 9S
Fair Lawn, NJ 0741 New York, NY 10025 25 500
Andy E. Yurowitz
8 Kupperman Lane 2125 Center Avenue
Monsey, NY 10952 Fort Lee, NJ 07024 63 551,200(a)
Jack I. Zwick 3000 Southfield Town Center
22570 S. Bellwood Drive Suite 2300
Southfield, MI 48034 Southfield, MI 48075 63 0
</TABLE>
(a) 400,000 shares of such Common Stock are held in an Individual Retirement
Account established for Mr. Yurowitz's benefit, and 151,200 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.
Set forth below for each Nominee is such Nominee's principal occupation
or employment, and, if different from the business address set forth above, the
address of the corporation or entity at which such employment is carried on.
Mordecai Cohen is the principal of Madison Avenue Collections, a
liquidator of retail merchandise.
Aaron David is a practitioner of medicine in the field of obstetrics
and gynecology and has maintained his own office practice since 1982.
Michael M. Goldberg is the Chairman of the Board and Chief Executive
Officer of Emisphere Technologies, Inc. ("Emisphere"), a company engaged in the
development and production of drug delivery systems.
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Health-Chem Corporation
March 10, 1999
Page 3
Barry B. Kanarek is the Senior Vice President Clinical Affairs and
Chief Medical Officer of Emisphere.
Jacob Kraitenberger is the President of American Water Connection
Corp., a producer of mineral water.
Wolf Prensky, a biologist, is self-employed as a consultant, primarily
in the field HIV detection and testing.
Zachary Prensky is the principal of Zackfoot Investments LLC, an
investment banking and venture capital firm.
Andy E. Yurowitz is a Vice President - Investments at Gruntal & Co.
LLC, an investment banking firm.
Jack I. Zwick is a certified public accountant and a principal of Zwick
& Solomon, P.L.L.C., a public accounting firm.
There is no arrangement or understanding among any of the Nominees and
any other person regarding future employment or any future transaction to which
the Company will or may become a party.
Manfred Mayerfeld, a retired teacher, has contributed $25,000 to Mr.
Yurowitz to support Mr. Yurowitz's efforts to elect the Nominees. Mr. Mayerfeld
is the beneficial owner of 391,789 shares of Common Stock. Mr. Mayerfeld lives
at 116 College Road, Monsey, New York 10952 and is 67 years of age. There is no
agreement, arrangement or understanding between Mr. Yurowitz and Mr. Mayerfeld
regarding future funding of Mr. Yurowitz's efforts to elect Nominees or among
Mr. Mayerfeld and any other person regarding future employment or any future
transaction to which the Company will or may become a party.
Finally, please find enclosed the written consents of each of the
Nominees to serve as a Director of the Company if so elected.
Very truly yours,
/s/ Andy E. Yurowitz
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Andy E. Yurowitz
/s/ Helen Yurowitz
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Helen Yurowitz*
*Solely as joint owner of shares of Common Stock
reported herein as beneficially owned by Andy E. Yurowitz
