SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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)
422 174 10 2
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(CUSIP Number)
Marvin M. Speiser, Health-Chem Corporation
460 Park Avenue, New York, New York 10022
(212) 398-0700
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 25, 1999
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d(f) or 13d-1(g), check the following
box [ ]
(Continued on following pages)
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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 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).
Page 1 of 9
<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
SCHEDULE 13D
CUSIP NO. 422 174 10 2 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura G. Speiser
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,516,593
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8 SHARED VOTING POWER
NUMBER OF SHARES 879,427
BENEFICIALLY OWNED BY --------------------------------------------------
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,516,593
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
879,427
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,396,020
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.86%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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Page 2 of 9
<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
SCHEDULE 13D
CUSIP NO. 422 174 10 2 PAGE 3 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marvin M. Speiser
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
612,763
--------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES 1,783,257
BENEFICIALLY OWNED BY --------------------------------------------------
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH
612,763
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,783,257
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,396,020
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.86%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Page 3 of 9
<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
This Amendment No. 11 is being filed with the Securities and Exchange
Commission (the "Commission") by (i) Marvin M. Speiser and (ii) Laura G.
Speiser, in accordance with the requirements of Rule 13d-1 promulgated by the
Commission under the Securities Exchange Act of 1934, as amended, to amend and
supplement Amendment No. 10 filed by the then trustees under certain trust
indentures, Laura G. Speiser and Marvin M. Speiser, and the initial statement on
Schedule 13D and ten amendments thereto relating to the shares of common stock
(the "Shares"), par value $.01 per share, of Health-Chem Corporation, a Delaware
corporation (the "Company"). (The initial statement on Schedule 13D and the ten
amendments thereto are hereinafter referred to collectively as the "Statement.")
Items 1, 2, 3, 4, 5, 6 and 7 of the Statement are hereby amended and
restated pursuant to Rule 13d-2(c).
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of the common stock, par value $.01 per
share (the "Shares") of Health-Chem Corporation, a Delaware corporation (the
"Company"). The name and address of the principal executive office of the
Company is as follows:
Health-Chem Corporation
460 Park Avenue
New York, New York 10022
ITEM 2. IDENTITY AND BACKGROUND.
1. (a) Laura G. Speiser
(b) 417 Park Avenue
New York, New York 10022
(c) Artist
(d) During the past five years, Laura G. Speiser has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the past five years, Laura G. Speiser was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating
Page 4 of 9
<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) U.S.A.
2. (a) Marvin M. Speiser
(b) 460 Park Avenue
New York, New York 10022
(c) President and Chairman of the Board of Health-Chem Corporation,
460 Park Avenue, New York, New York 10022
(d) During the past five years, Marvin M. Speiser has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the past five years, Marvin M. Speiser was not a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is 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.
(f) U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in Item 6 hereof, the consideration used by the Company to
acquire the 317,406 Shares from Mr. Speiser consists of the cancellation of a
debt owed by Mr. Speiser to the Company. As further consideration, Mr. Speiser
waived payment of his first year's retirement benefit payable by the Company
commencing January 1, 2000.
ITEM 4. PURPOSE OF TRANSACTION.
The sale of Shares by Mr. Speiser described in Item 6 hereof was effected
pursuant to the letter agreement dated August 25, 1999 between Mr. Speiser and
the Company.
Page 5 of 9
<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number ("Aggregate Number") of Shares and the
percentage of such class beneficially owned by the reporting persons as of the
date hereof are 2,396,020 and 30.86%1 respectively. The Aggregate Number
includes: (i) 1,516,593 Shares held by Laura G. Speiser, (ii) 512,763 Shares
held by Marvin M. Speiser, (iii) 266,664 Shares owned by Lauralei Investors,
Inc. ("Lauralei"), and (iv) options granted to Marvin M. Speiser to purchase
100,000 Shares which are currently exercisable or exercisable within 60 days.
Laura G. Speiser disclaims beneficial ownership of all Shares other than those
referenced in (i) above. The Aggregate Number does not include 85,897 Shares
beneficially owned by Robert D. Speiser. Robert D. Speiser is the son of Laura
G. and Marvin M. Speiser. Robert Speiser is not a minor. Robert D. Speiser is a
director and Executive Vice President of the Company.
Lauralei is a New York corporation, the preferred stock of which is
owned by Marvin M. Speiser and the common stock of which is owned by Laura G.
Speiser. The preferred stock of Lauralei is entitled to designate the majority
of Lauralei's directors. Marvin M. Speiser may be deemed to control Lauralei.
Lauralei is not engaged in any business, except to hold securities of other
entities, and, as of the date hereof, its only substantial asset is the Shares
referenced in the preceding paragraph.
(b) Laura G. Speiser has sole voting and dispositive power over
1,516,593 Shares and shared voting and dispositive power over 879,427 Shares.
Marvin M. Speiser has sole voting and dispositive power over 612,763 Shares and
shared voting and dispositive power over 1,783,257 Shares.
(c) Other than the transfers of the Shares described in Item 6,
below, neither Laura G. Speiser nor Marvin M. Speiser have
effected any transactions in Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In 1994, Mr. Speiser purchased 575,000 Shares from the Company to enable
the Company to repurchase a comparable number of Shares from an institution that
was proposing to
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1 Based on 7,665,018 Shares outstanding on August 27, 1999 after giving
effect to the transfer of 317,406 Shares to the Company and includes 100,000
Shares issuable upon exercise of currently exercisable stock options.
Page 6 of 9
<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
sell all Shares then held by it. The Company was prohibited, by the terms of an
indenture, from repurchasing the Shares unless the Shares were repurchased out
of the proceeds from the concurrent sale of Shares. Mr. Speiser purchased the
575,000 Shares from the proceeds of a bank loan (the "Loan") and granted the
Company an option to repurchase these Shares through June 30, 1999. In 1995 and
1996, the Company paid Mr. Speiser an advance equal to the amount of outstanding
principal and interest due on the bank loan (the "Advance").
In 1996, in connection with a contemporaneous rights offering to the
Company's stockholders, the Company exercised options on a portion of such
575,000 Shares and a portion of a second group of Shares optioned in 1991 by Mr.
Speiser to the Company (together, the "Optioned Shares"). After these
transactions, 317,406 Shares remained subject to repurchase by the Company from
Mr. Speiser through June 30, 1999.
The Advance was intended to be repaid on the earliest of (i) the sale of
the Optioned Shares; (ii) the Company's exercise of its option to purchase the
Optioned Shares; and (iii) the expiration of the option agreements for the
Optioned Shares on June 30, 1999. It was intended that Mr. Speiser would be
fully reimbursed for all costs he incurred in connection with his purchase of
the Optioned Shares which was effected as an accommodation to the Company.
By letter agreement dated August 25, 1999 between Mr. Speiser and the
Company, the Company agreed to cancel Mr. Speiser's outstanding debt owed to the
Company due to the Advance in the approximate amount of $249,000 and Mr. Speiser
agreed to transfer the 317,046 Shares to the Company. As further consideration,
Mr. Speiser waived his first year's retirement pension distribution payable
commencing January 1, 2000 in the amount of $300,000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Letter agreement dated August 25, 1999 between Marvin M. Speiser
and Health-Chem Corporation.
Page 7 of 9
<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
SIGNATURE
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After reasonable inquiry and to the best of her knowledge and belief, the
undersigned certifies that the information set forth in this statement with
respect to her is true, complete and correct.
/s/ Laura G. Speiser
-----------------------------------
Laura G. Speiser
Date: September 3, 1999
Page 8 of 9
<PAGE>
SCHEDULE 13D
CUSIP NO. 422 174 10 2
SIGNATURE
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After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement with
respect to him is true, complete and correct.
/s/ Marvin M. Speiser
-----------------------------------
Marvin M. Speiser
Date: September 3, 1999
Page 9 of 9
EXHIBIT A
MARVIN M. SPEISER
417 PARK AVENUE
NEW YORK, NEW YORK 10022
August 25, 1999
Health-Chem Corporation
460 Park Avenue
New York, NY 10022
To the Board of Directors:
I hereby (i) waive the right to receive my first year's retirement pension
distribution from Health-Chem Corporation ("Health-Chem") in the amount of
$300,000 and payable on January 1, 2000, and (ii) agree to transfer 317,406
shares of common stock of Health-Chem, to Health-Chem, in exchange for
Health-Chem's cancellation of the outstanding debt owed by me to Health-Chem in
the approximate amount of $249,000.
Very truly yours,
/s/ Marvin M. Speiser
- ----------------------
Marvin M. Speiser
This will confirm that such debt of Marvin M. Speiser to the Company (principal
and interest) is hereby canceled.
Dated: August 25, 1999
Health-Chem Corporation
By:/s/ Bruce M. Schloss
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Name: Bruce M. Schloss
Title: Vice President
