<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of Commission Only (as permitted by Rule 14a-
6(e)(2))
National Home Health Care Corp.
-----------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] 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):
------------------------------------------------------------
(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>
<PAGE>
<PAGE>
NATIONAL HOME HEALTH CARE CORP.
700 White Plains Road
Scarsdale, New York 10583
--------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held December 8, 1995
--------------------------
TO THE STOCKHOLDERS OF NATIONAL HOME HEALTH CARE CORP.:
The Annual Meeting of Stockholders of National Home Health
Care Corp. (the "Company") will be held at the offices of Parker
Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas, New
York, New York, at 10:00 A.M. on Friday, December 8, 1995, for the
following purposes:
(1) To elect five Directors of the Company to hold
office until the next Annual Meeting of Stockholders and until
their successors shall have been duly elected and qualified; and
(2) To consider and transact such other business as
may properly come before the meeting or any adjournment thereof.
A Proxy Statement, form of proxy and the Annual Report to
Stockholders of the Company for the fiscal year ended July 31, 1995
are enclosed herewith. Only holders of record of Common Stock of
the Company at the close of business on November 3, 1995 will be
entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. A complete list of the stockholders entitled
to vote will be available for inspection by any stockholder during
the meeting. In addition, the list will be open for examination by
any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least 10 days prior to
the meeting at the offices of the Company, located at 700 White
Plains Road, Scarsdale, New York 10583.
By Order of the Board of Directors,
Steven Fialkow
Secretary
Scarsdale, New York
November 10, 1995
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING.
IF YOU DO NOT EXPECT TO BE PRESENT, PLEASE DATE AND SIGN THE
ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY USING THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
</PAGE>
<PAGE>
NATIONAL HOME HEALTH CARE CORP.
700 White Plains Road
Scarsdale, New York 10583
_______________
PROXY STATEMENT
_______________
This Proxy Statement is furnished in connection with the
solicitation by the board of directors (the "Board of Directors")
of National Home Health Care Corp. (the "Company") of proxies in
the form enclosed. Such proxies will be voted at the Annual
Meeting of Stockholders of the Company to be held at the offices of
Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas,
New York, New York, at 10:00 A.M. on Friday, December 8, 1995 (the
"Meeting") and at any adjournments thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders.
The principal executive offices of the Company are located at
700 White Plains Road, Scarsdale, New York 10583. This Proxy
Statement and accompanying form of proxy are being mailed on or
about November 10, 1995 to all stockholders of record on November
3, 1995 (the "Record Date").
Any stockholder giving a proxy has the power to revoke the
same at any time before it is voted. The cost of soliciting
proxies will be borne by the Company. The Company has no contract
or arrangement with any party in connection with the solicitation
of proxies. Following the mailing of the proxy materials,
solicitation of proxies may be made by officers and employees of
the Company by mail, telephone, telegram or personal interview.
Properly executed proxies will be voted in accordance with
instructions given by stockholders at the places provided for such
purpose in the accompanying proxy. Unless contrary instructions
are given by stockholders, it is intended to vote the shares
represented by such proxies for the election of the five nominees
for director named herein.
VOTING SECURITIES
Stockholders of record as of the close of business on the
Record Date will be entitled to notice of, and to vote at, the
Meeting or any adjournments thereof. On the Record Date, there
were 4,718,075 outstanding shares of common stock, par value $.001
per share, of the Company (the "Common Stock"). Each holder of
Common Stock is entitled to one vote for each share held by such
holder. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of Common Stock is necessary to
constitute a quorum at the Meeting. Proxies submitted which
contain abstentions or broker non-votes will be deemed present at
the Meeting in determining the presence of a quorum.
<PAGE>
Shares of Common Stock that are voted to abstain with respect
to any matter will be considered cast with respect to that matter.
Shares subject to broker non-votes with respect to any matter will
not be considered cast with respect to that matter.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding
the beneficial ownership of Common Stock at November 1, 1995 by
(i) each person or group known by the Company to be the beneficial
owner of more than 5% of the outstanding shares of Common Stock;
(ii) each director and nominee for director of the Company; (iii)
each of the executive officers named in the Summary Compensation
Table herein under "Executive Compensation"; and (iv) all directors
and executive officers of the Company as a group:
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
<S> <C> <C>
Frederick H. Fialkow 1,470,008(1)(9) 30.7%
700 White Plains Road
Scarsdale, NY 10583
Steven Fialkow 72,362(2)(9) 1.5%
700 White Plains Road
Scarsdale, NY 10583
Richard Garofalo 67,904(3)(9) 1.4%
99 Rustic Avenue
Medford, NY 11763
Ira Greifer, M.D. 45,000(4) 1.0%
1825 Eastchester Road
Bronx, NY 10461
Bernard Levine, M.D. 668,900(5) 14.2%
P.O. Box 2635
La Jolla, CA 92038
Leon Pordy, M.D. 185,000(6)(7) 3.9%
1125 Park Avenue
New York, NY 10128
Robert C. Pordy, M.D. 1,000 *
340 Kingsland Street
Nutley, NJ 07110
-2-<PAGE>
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
Trafalger Management, N.V. 390,000(8) 8.3%
1-7 Willenstad
Curacao, Netherlands Antilles
All officers and directors,
as a group (9 persons) 2,602,887(10) 52.6%
</TABLE>
____________________________________
(1) Does not include 500 shares of Common Stock owned by Mr.
Fialkow's wife, as to which shares Mr. Fialkow disclaims
beneficial ownership. Includes 75,000 shares of Common Stock
which may be acquired pursuant to currently exercisable
options granted under the Company's 1992 Stock Option Plan
(the "1992 Plan").
(2) Includes 42,468 shares of Common Stock which may be acquired
pursuant to currently exercisable options granted under the
1992 Plan.
(3) Includes 42,468 shares of Common Stock which may be acquired
pursuant to currently exercisable options granted under the
1992 Plan.
(4) Includes 5,000 shares of Common Stock which may be acquired
pursuant to currently exercisable options granted under the
1992 Plan.
(5) Includes 5,000 shares of Common Stock which may be acquired
pursuant to currently exercisable options granted under the
1992 Plan.
(6) Does not include an aggregate of 5,200 shares owned by Dr.
Pordy's wife and children, as to which shares Dr. Pordy
disclaims beneficial ownership.
(7) Includes 5,000 shares of Common Stock which may be acquired
pursuant to currently exercisable options granted under the
1992 Plan.
(8) The amount and nature of beneficial ownership of these shares
by Trafalger Management, N.V. ("Trafalger") is based solely
on the records of the Company's transfer agent, American
Stock Transfer & Trust Company. Trafalger has the power to
vote, direct the vote, dispose of, or direct the disposition
of, these shares. The Company's Board of Directors has no
independent knowledge of the accuracy or completeness of the
information set forth by such transfer agent, but has no
reason to believe that such information is not complete or
accurate.
(9) Under the Company's Savings and Stock Investment Plan (the
"Savings Plan"), 46,958, 24,934 and 23,936 shares have been
allocated to the accounts of Messrs. Frederick H. Fialkow,
Steven Fialkow and Richard Garofalo, respectively, as of
December 31, 1994 (the 1995 allocation under the Savings Plan
has not yet been determined). Under the terms of the Savings
Plan, if a participant fails to give timely instructions as
to the voting of shares of Common Stock held in a
participant's account, the trustee of the Plan will vote such
shares in the same proportion as it votes all of the shares
for which such trustee receives instructions.
(10) Includes 234,936 shares of Common Stock which may be acquired
pursuant to currently exercisable options granted under to
1992 Plan and 119,001 shares under the Savings Plan.
-3-<PAGE>
ELECTION OF DIRECTORS
Unless otherwise indicated, the shares represented by all
proxies received by the Board of Directors will be voted at the
Meeting in accordance with their terms and, in the absence of
contrary instructions, for the election of Frederick H. Fialkow,
Steven Fialkow, Ira Greifer, M.D., Bernard Levine, M.D., and Robert
C. Pordy, M.D. to serve until the next Annual Meeting of
Stockholders and until their successors are elected and qualified.
Although it is anticipated that each nominee will be available to
serve as a director, should any nominee be unavailable to serve,
proxies will be voted by the Board of Directors.
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information concerning
the nominees for director and executive officers of the Company:
<TABLE>
<CAPTION>
Year First
Elected or Present
Appointed Position
Name Age Director with the Company
- ------------ --- --------- ----------------
<S> <C> <C> <S>
Frederick H. Fialkow 64 1985 Chairman of the Board of
Directors, President and Chief
Executive Officer
Steven Fialkow 36 1991 Executive Vice President, New
England Home Care, Inc. and
Secretary and Director of the
Company
Richard Garofalo 44 -- President, Health Acquisition
Corp.
Ira Greifer, M.D. 64 1983 Director
Robert P. Heller 34 -- Vice President of Finance and
Chief Financial Officer
Warren D. Stowell 43 -- President, Brevard Medical
Center, Inc., President, First
Health, Inc.
Bernard Levine, M.D. 67 1983 Director
Robert C. Pordy, M.D. 38 -- Nominee for Director
Thomas A. Smith 38 -- President, New England Home
Care, Inc.
</TABLE>
The Company's directors are elected at each Annual Meeting of
Stockholders of the Company to serve for a term of one year or
until their successors are duly elected and qualified. Officers
serve at the discretion of the Board of Directors. The terms of
office of all officers and directors expire at the time of the
annual meeting each year.
Frederick H. Fialkow has been President and Chief Executive
Officer of the Company as well as Chairman of the Board of
Directors since February 1988. He has been a Director of the
Company since April 1985. Mr. Fialkow served as Executive Vice
President of the Company from March 1985 through January 1988 and
as President of National HMO (New York), Inc., the Company's
wholly-owned subsidiary, from August 1984 until January 1988.
Frederick H. Fialkow is the father of Steven Fialkow and the
father-in-law of Thomas A. Smith.
-4-
Steven Fialkow has served as Secretary of the Company since
September 1995, as Executive Vice President of New England Home
Care, Inc. since August 1995 and as a Director of the Company since
December 1991. Prior thereto he served as Executive Vice President
of Health Acquisition Corp. from May 1994 to August 1995. He has
served as President of National HMO (New York), Inc. from April
1989 to April 1994 and Vice President of National HMO (New York)
Inc. from August 1984 to March 1989. Steven Fialkow is a certified
public accountant. He is the son of Frederick H. Fialkow and the
brother-in-law of Thomas A. Smith.
Richard Garofalo has served as President of Health
Acquisition Corp., a wholly-owned subsidiary of the Company, since
January 1988.
Ira Greifer, M.D. has been a Director of the Company since
July 1983. He has been a Director, Department of Pediatrics at the
Hospital of Albert Einstein College of Medicine since 1966. He is
also a Professor of Pediatrics at the Albert Einstein College of
Medicine.
Robert P. Heller, a certified public accountant, has served
as Vice President of Finance and Chief Financial Officer of the
Company since March 1989. Prior thereto, and for more than four
years, he was an employee of Richard A. Eisner & Company, LLP, a
firm of certified public accountants, who are the Company's
independent auditors.
Warren D. Stowell has served as President of Brevard Medical
Center, Inc., a wholly-owned subsidiary of the Company, and
President of First Health, Inc., a wholly-owned subsidiary of the
Company, since November 1, 1995. From July 1993 through November
1995, Mr. Stowell served as Chief Operating Officer, Insurance
Division, for Ramsay HMO, Inc. From June 1991 until July 1993 Mr.
Stowell was President and Chief Executive Officer of Care Florida,
Inc. For the three years prior thereto, Mr. Stowell served as
President and Chief Executive Officer of H.I.P. Network of Florida.
Bernard Levine, M.D., has been a Director of the Company
since July 1983. For more than the past 20 years he has been a
Professor of Internal Medicine at New York University School of
Medicine with a sub-speciality in Allergy and Immunology. Dr.
Levine devotes a portion of his time as a private consultant to the
health care industry. Dr. Levine is also currently serving as a
director for Cypros Pharmaceutical Corp.
Robert C. Pordy, M.D., has been nominated to stand for
election to the Board of Directors. Since April 1993, Dr. Pordy
has served as Director of International Cardiovascular Clinical
Research
-5-<PAGE>
at Hoffman-La Roche Inc., a biopharmaceutical Company. From June
1990 until March 1993 he served as a Associate Director at Hoffman-
LaRoche Inc. Dr. Pordy is the son of Leon Pordy, M.D.
Thomas A. Smith has served as President of New England Home
Care, Inc. since August 1995. Prior thereto, he served as
Executive Vice President of Health Acquisition Corp. from August
1991 until August 1995. From September 1989 to July 1991, he was
Director of Corporate Development of the Company. From January
1988 to August 1989, Mr. Smith served as Vice-President of National
HMO (New York), Inc. Mr. Smith is the son-in-law of Frederick H.
Fialkow and the brother-in-law of Steven Fialkow.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during the fiscal
year ended July 31, 1995 ("fiscal 1995"). Each director, other
than Dr. Leon Pordy, attended at least 75% of (i) all of the
meetings of the Board of Directors during fiscal 1995 and (ii) all
of the meetings of all the Committees on which he served.
The Company's Audit Committee is currently composed of Drs.
Levine, Pordy and Greifer. The function of the Audit Committee is
to make recommendations concerning the selection each year of
independent auditors of the Company, to review the effectiveness of
the Company's internal accounting methods and procedures, and to
determine through discussions with the independent auditors whether
any instructions or limitations have been placed upon them in
connection with the scope of their audit or its implementation.
The Audit Committee held one meeting during fiscal 1995.
The Compensation Committee is composed of Drs. Greifer and
Levine. The function of the Compensation Committee is to review
and recommend to the Board of Directors policies, practices and
procedures relating to compensation of key employees and to
administer employee benefit plans. The Compensation Committee did
not meet formally during fiscal 1995; however, its members met
informally from time to time and acted by unanimous consent on two
occasions.
The Nominating Committee is composed of Mr. Frederick Fialkow
and Drs. Greifer, Levine and Pordy. Its function is to recommend
nominees for the Board of Directors. The Nominating Committee did
not meet formally during fiscal 1995; however, its members met
informally from time to time.
The Quality Assurance Committee is composed of Drs. Greifer
and Levine. Its function is to review and recommend to the Board of
Directors policies, practices and procedures relating to quality
assurance in connection with health care services. The Quality
Assurance Committee did not meet formally during fiscal 1995;
however, its members met informally from time to time.
-6-<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning the
annual and long term compensation during the Company's last three
fiscal years of the Company's Chief Executive Officer and other
most highly compensated executive officers of the Company, whose
salary and bonus for the 1995 fiscal year exceeds $100,000, for
services rendered in all capacities to the Company and its
subsidiaries:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Awards
------------------------------------ ------------------
All Other
Name and Other Annual Compen-
Principal Position Year Salary Bonus Compensation(1) Options sation(2)
- ------------------ ---- ------ ----- --------------- ------- ---------
<S> <C> <C> <S> <C> <C> <C>
Frederick H. Fialkow, 1995 $285,000 -- $2,774 75,000 $4,000
Chairman of the Board, 1994 285,000 -- 2,774 -- 4,000
President and Chief 1993 285,000 -- 2,774 -- 4,000
Executive Officer
Richard Garofalo, 1995 $120,700 $54,106 $4,961 42,468 $5,000
President, 1994 115,000 44,513 4,961 -- 5,000
Health Acquisition 1993 100,000 26,000 4,961 -- 5,000
Corp.
</TABLE>
______________________
(1) Represents contribution to Employer's health insurance under
the Company's Premium Conversion Plan (the "Premium
Conversion Plan").
(2) Represents the Company's matching contribution to each
individual as deferred compensation under the Company's
Savings Plan pursuant to Section 401(k) of the Internal
Revenue Code of 1986, as amended.
In December 1992 the Company adopted the 1992 Plan to provide
for the granting of options to purchase an aggregate of 500,000
shares of the Company's Common Stock. The 1992 Plan is
administered by the Compensation Committee of the Board of
Directors. The Compensation Committee has the authority to
determine the terms of options granted under the 1992 Plan,
including, among other things, the individuals who shall receive
options, the times when they shall receive them, whether an
incentive stock option and/or non-qualified stock option shall be
granted, the number of shares to be subject to each option and the
date each option shall become exercisable. The 1992 Plan
terminates on August 16, 2002.
-7-<PAGE>
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth the details of options granted to
those individuals listed in the Summary Compensation Table who
received options during fiscal 1995.
<TABLE>
<CAPTION>
% of Potential
Total Realizable
Options Value at Assumed
Number Granted Exercise Annual Rate
of Employees Price of Stock Price
Options in Fiscal Per Expiration Appreciation for
Name Granted Year Share Date Option Terrm(3)
- -------- ------- --------- ------- ------- ---------------
5% 10%
------- -------
<S> <C> <C> <C> <S> <C> <C>
Frederick 75,000 26.5% $2.887(1) October 31, $59,821 $132,191
H. Fialkow 1995
Richard 42,468 15.0% 2.625(2) October 31, 30,799 68,059
Garofalo 1995
</TABLE>
__________________________
(1) Represents at least 110% of the fair market value of the
Company's Common Stock on the date of grant.
(2) Represents at least 100% of the fair market value of the
Company's Common Stock on the date of grant.
(3) These are hypothetical values using assumed compound growth
rates prescribed by the Securities and Exchange Commission.
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
No options were exercised by any named executive officers
during fiscal 1995. The following table contains information at
July 31, 1995, concerning the number and value of unexercised
options held by Messrs. Frederick Fialkow and Garofalo.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Held Options Held
at Fiscal Year-End at Fiscal Year End
(Exercisable/ (Exercisable/
Name Unexercisable) Unexercisable)(1)
<S> <C> <C>
Frederick H. Fialkow 75,000/-0- $55,350/0
Richard Garofalo 42,468/-0- $42,468/0
</TABLE>
__________________
(1) Fair market value of underlying securities (the closing bid
price of Common Stock on the National Association of
Securities Dealers Automated Quotation System - National
Market System) at fiscal year end (July 31, 1995), minus the
exercise price.
-8-
</PAGE>
STANDARD REMUNERATION OF DIRECTORS
The Company's non-employee directors are paid a fee of $2,500
for each meeting of the Board of Directors attended. Upon adoption
of the 1992 Plan, each non-employee director was granted options to
purchase 5,000 shares of Common Stock.
EMPLOYMENT AND RELATED AGREEMENTS
Effective April 30, 1993, the Company entered into an amended
and restated five-year employment agreement with Frederick Fialkow
pursuant to which Mr. Fialkow is employed as the Company's
President and Chief Executive Officer. Mr. Fialkow may terminate
this agreement, without liability, at any time upon at least one
year prior written notice. The agreement is automatically
renewable for an additional five-year period, unless terminated at
the option of either party and provides for an annual salary of
$285,000, subject to a cost of living adjustment. In addition, Mr.
Fialkow is entitled to receive an annual bonus in an amount equal
to 5% of the Company's consolidated net income (before income
taxes) in such year in which the consolidated net income is in
excess of $3,000,000, provided that the bonus may not exceed
$150,000 in any year. Further, Mr. Fialkow's employment agreement
provides for the Company to pay Mr. Fialkow the approximate sum of
$2,774 representing the amount of his annual contribution under the
Company's Premium Conversion Plan. The agreement contains
confidentiality and nondisclosure provisions relating to the
Company's business and all confidential information developed or
made known to Mr. Fialkow during his term of employment. The
agreement also contains certain non-competition provisions that
preclude Mr. Fialkow from competing with the Company for a period
of one year from the date of termination of his employment
agreement.
Effective as of August 1, 1993, the Company entered into an
employment agreement with Mr. Garofalo pursuant to which he
continued to be employed as an executive of the Company at an
annual salary of $115,000. The employment agreement provides for a
5% increase over the initial rate during each subsequent 12-month
period. In addition, the employment agreement provides for the
Company to pay Mr. Garofalo the approximate sum of $4,961
representing the amount of his annual contribution under the
Company's Premium Conversion Plan. Mr. Garofalo receives
additional benefits that are generally provided other employees of
the Company. The employment agreement expires on July 31, 1997.
The employment agreement contains certain confidentiality and
nondisclosure provisions and also contain non-competition
provisions that preclude Mr. Garofalo from competing with the
Company for a period of one year from the date of termination of
his employment agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Company's
Board of Directors are Drs. Ira Greifer and Bernard Levine, non-
employee directors.
-9-<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative return to holders
of Common Stock for the five years ended July 31, 1995 with the
National Association of Securities Dealers Automated Quotation
System Market Index and a SIC group index (1) for the same period.
The comparison assumes $100 was invested at the close of business
on August 1, 1990 in the Common Stock and in each of the comparison
groups, and assumes reinvestment of dividends. The Company paid no
dividends during the periods.
<TABLE>
<CAPTION>
- -------------------------------FISCAL YEAR ENDING---------------------------
COMPANY 1990 1991 1992 1993 1994 1995
- ------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
NATIONAL HOME HEALTH CARE 100.00 109.09 159.09 81.82 100.00 131.82
INDUSTRY INDEX 100.00 136.91 138.94 104.05 100.68 112.37
BROAD MARKET 100.00 100.40 102.87 127.77 139.43 170.86
</TABLE>
______________________________________
(1) The peer group selected by the Company includes those
companies within the Company's Standard Industrial Code
("SIC") of "home health care services". The companies which
comprise the SIC group are Amedisys Inc., Apria Healthcare
Group, The Care Group Inc., Caretenders Healthcorp, Coram
Healthcare, DSI Industries Inc., DYNACQ International Inc.,
Healthdyne Inc., Hospital Staffing Services, In Home Health
Inc., Infu-Tech Inc., Medical Innovations Inc., Medquist
Inc., Numed Home Health Care, Option Care Inc., Pacific Rehab
& Sports, Pediatric Services of America, Physician CP of
America, Quantum Health Resources, Rotech Medical CP, Staff
Builders Inc., Telmed Inc., Tokos Medical CP, U.S. Homecare
CP, Vivra Inc. and Wellpoint Health Network.
-10-<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY
The Compensation Committee of the Board of Directors is
composed entirely of non-employee directors and is responsible for
developing and making recommendations to the Board of Directors
with respect to the Company's executive compensation policies. In
addition, the Compensation Committee, pursuant to authority
delegated by the Board of Directors, determines the compensation to
be paid to the Chief Executive Officer and each of the other
executive officers of the Company.
The objectives of the Company's executive compensation
program are to:
* Support the achievement of desired Company
performance
* Provide compensation that will attract and
retain superior talent and reward performance
The executive compensation program provides an overall level
of compensation opportunity that is competitive within the health
care industry, as well as with a broader group of companies of
comparable size and complexity.
EXECUTIVE OFFICER COMPENSATION PROGRAM
The Company's executive officer compensation program is
comprised of base salary, annual cash incentive compensation, long-
term incentive compensation in the form of stock options and
various benefits, including medical and pension plans generally
available to employees of the Company.
BASE SALARY
Base salary levels for the Company's executive officers are
competitively set relative to companies in the health care
industry. In determining salaries, the Committee also takes into
account individual experience and performance and specific issues
particular to the Company.
STOCK OPTION PROGRAM
The stock option program is the Company's long-term incentive
plan for providing an incentive to key employees (including
directors and officers who are key employees) and to Directors who
are not employees of the Company.
The 1992 Stock Option Plan authorizes the Compensation
Committee to award key executives stock options. Options granted
under the plan may be granted containing terms
-11-<PAGE>
determined by the Committee, including exercise period and price;
provided, however, that the plan requires that exercise price may
not be less than the fair market value of the Common Stock on the
date of the grant and the exercise period may not exceed ten years,
subject to further limitations.
BENEFITS
The Company provides to executive officers, medical and
pension benefits that generally are available to Company employees.
The amount of perquisites, as determined in accordance with the
rules of the Securities and Exchange Commission relating to
executive compensation, did not exceed 10% of salary for fiscal
1995.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Frederick H. Fialkow was appointed to the position of
Chief Executive Officer in February 1988. His initial base salary
was $200,000. Effective January 1, 1990, Mr. Fialkow's salary was
increased to $250,000 per year. Effective April 30, 1993, the
Company entered into an amended and restated five year employment
agreement providing for an annual salary of $285,000, subject to a
cost of living adjustment. In addition, Mr. Fialkow is entitled to
receive an annual bonus in an amount equal to 5% of the Company's
consolidated net income (before certain taxes) in such year in
excess of $3,000,000, provided that the bonus may not exceed
$150,000 in any year. Further, Mr. Fialkow's employment agreement
provides for the Company to pay Mr. Fialkow the approximate sum of
$2,774 representing the amount of his annual contribution under the
Company's Premium Conversion Plan.
Ira Greifer, M.D.
Bernard Levine, M.D.
Members of the Compensation Committee
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A lease for office premises maintained by Health Acquisition
Corp., a wholly-owned subsidiary of the Company, located in Queens,
New York is with a company owned (in whole or in part) and
controlled by the Company's Chairman of the Board of Directors,
President and Chief Executive Officer, which company also is owned
in part by a director of the Company who is also the Executive Vice
President of New England Home Care, Inc. Rent expense under such
lease is approximately $108,000 per year. The Company believes
that such lease contains terms in the aggregate no less
advantageous to the Company than otherwise could have been obtained
from an unrelated third party.
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STOCKHOLDER PROPOSALS FOR 1996
Stockholders wishing to present proposals at the 1996 Annual
Meeting of Stockholders and wishing to have their proposals
presented in the proxy statement distributed by the Board of
Directors in connection with the 1996 Annual Meeting of Stock-
holders must submit their proposals to the Company in writing on or
before July 15, 1996.
ACCOUNTANTS
Richard A. Eisner & Company, LLP, served as the Company's
independent auditors for the fiscal year ended July 31, 1995, and
it is expected that Richard A. Eisner & Company, LLP, will act in
that capacity for the fiscal year ending July 31, 1996. A
representative of Richard A. Eisner & Company, LLP, is expected to
be present at the Meeting with the opportunity to make a statement
if he desires to do so and to be available to respond to
appropriate questions from the stockholders.
VOTING REQUIREMENTS
Assuming a quorum is present, the favorable vote of a
majority of the shares of Common Stock represented and voting will
be required for approval of all matters to be voted upon at the
Meeting, except that a plurality of the votes cast will be required
for the election of directors. Shares of Common Stock that are
voted to abstain with respect to any matter will be considered cast
with respect to that matter. Shares subject to broker non-votes
with respect to any matter will not be considered cast with respect
to that matter.
OTHER MATTERS
The Board of Directors of the Company knows of no other
matter to come before the meeting. However, if any matters
required a vote of the stockholders arise, it is the intention of
the persons named in the enclosed form of proxy to vote such proxy
in accordance with their best judgment.
By Order of the Board of Directors
Steven Fialkow
Secretary
Dated: Scarsdale, New York
November 10, 1995
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PROXY
NATIONAL HOME HEALTH CARE CORP.
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned Stockholder of Common Stock of National Home
Health Care Corp. (the "Company") hereby revokes all previous
proxies, acknowledges receipt of the Notice of the Stockholders'
Meeting to be held on December 8, 1995, and hereby appoints
Frederick H. Fialkow and Steven Fialkow, and each of them, as
proxies of the undersigned, with full power of substitution, to
vote and otherwise represent all of the shares of the undersigned
at said meeting and at any adjournment or adjournments thereof with
the same effect as if the undersigned were present and voting the
shares. The shares represented by this proxy shall be voted in the
following manner.
(1) Election of directors
[ ] FOR all nominees listed below (except as indicated)
[ ] WITHHOLD authority to vote for all nominees listed below
TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, STRIKE
THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW:
Frederick H. Fialkow
Steven Fialkow
Ira Greifer, M.D.
Bernard Levine, M.D.
Robert C. Pordy, M.D.
(2) In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meeting.
[CONTINUED AND TO BE SIGNED ON REVERSE SIDE]
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THE SHARES REPRESENTED BY THIS PROXY, DULY EXECUTED, WILL BE
VOTED IN ACCORDANCE WITH THE SPECIFICATION MADE. IF NO SPECIFICA-
TION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
FOR EACH OF THE ABOVE NOMINEES, AND FOR SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING AS THE PROXYHOLDERS DEEM
ADVISABLE.
Dated: __________________, 1995
------------------------------
Signature
------------------------------
Print Name
------------------------------
(Title, if appropriate)
This proxy should be signed by the Stockholder(s) exactly as
his or her name appears hereon. Persons signing in a fiduciary
capacity should so indicate. If shares are held by joint tenants
or as community property, both should sign. If a corporation,
please sign in full corporate name by the president or other
authorized officer and should bear the corporate seal. If a
partnership, please sign in partnership name by authorized person.
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE MARK,
SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE
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