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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Information to be included in statements filed pursuant to Rule 13d-1(a)
and amendments thereto filed pursuant to Rule 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7 )*
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NUMED HOME HEALTH CARE, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
67052T201
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(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L., 1375 East 9th Street,
Cleveland, Ohio 44114
216-736-7204
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 30, 1998
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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 that is the subject of 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).
Page 1 of 6 Pages
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SCHEDULE 13D
CUSIP NO. 67052T201
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Turkey Vulture Fund XIII, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[____]
(b)[____]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [____]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF 7 SOLE VOTING POWER
SHARES 583,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 583,500
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
583,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [___]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%*
14 TYPE OF REPORTING PERSON*
OO
* Excluding 744,680 Shares granted to Jugal K. Taneja. See Items 4 and 5 to
Amendment No. 6 to Schedule 13D Statement filed on December 21, 1998.
Page 2 of 6 Pages
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CUSIP No. 67052T201
This Amendment No. 7 to Schedule 13D Statement is filed on behalf of Turkey
Vulture Fund XIII, Ltd., an Ohio limited liability company (the "Fund"), for the
purpose of reporting the status of certain litigation instituted by NuMED Home
Health Care, Inc., a Nevada corporation ("NuMED" or the "Company"), and the
Fund's purchase of shares of NuMED's common stock, par value $0.001 per share
(the "Shares").
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended and supplemented as follows:
The Shares acquired by the Fund since the filing of Amendment No. 6 to
Schedule 13D Statement on December 21, 1998 ("Amendment No. 6") were acquired
for the aggregate purchase price of approximately $2,000 with working capital of
the Fund.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended and supplemented as follows:
On December 30, 1998, a hearing was held in the United States District
Court, Middle District of Florida, Tampa Division, on the Fund's motion for
preliminary injunction in NUMED HOME HEALTH CARE, INC. V. TURKEY VULTURE FUND
XIII, LTD. (U.S. Dis. Ct., Florida, Tampa Division, No. 98-2354-CIV-T-17F). The
complaint and the Fund's response to the complaint, including the motion for
preliminary injunction, are described in Amendment No. 3 to Schedule 13D
Statement filed on November 24, 1998 and Amendment No. 6.
After the hearing, the Court issued an Order finding that "it needs further
information with respect to the complex factual matters involved in resolving
[the Fund's motion for a preliminary injunction]." The Court also appointed
James D. Eckert "to act as a mediator and to assemble the information the Court
requested at the hearing." Mr. Eckert is to act as a mediator with authority in
the nature of special master, with costs to be shared by the parties. The
parties were "ordered to meet with Mr. Eckert and provide him with the
information the Court requested, as well as any other information Mr. Eckert
requests." The Court tentatively scheduled a hearing for the afternoon of
January 7, 1999 to be further advised as to this matter. The Court also
enjoined the Company and its Board of Directors and officers "from taking any
actions outside of the ordinary course of business until further order of [the]
Court." The Court's Order is attached hereto as Exhibit 7.9.
The Fund will continue to vigorously defend itself from the Company's
frivolous lawsuit, and will take all necessary steps to insure that the
stockholders of NuMED have the opportunity to elect a Board of Directors.
Mr. Osborne and the Fund continue to reserve the right to modify their,
and the Committee for a New NuMED's, plans and proposals described in Item 4,
as amended and supplemented. Further, subject to applicable laws and
regulations, they may formulate plans and proposals that may result in the
occurrence of any event set forth in clauses (i) through (ix) of Item 4 as
set forth in the original Schedule 13D Statement filed by the Fund on
December 23, 1996.
Page 3 of 6 Pages
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CUSIP No. 67052T201
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and supplemented as follows:
(a) According to the most recently available filing with the Securities
and Exchange Commission by NuMED, there are 5,711,300 Shares outstanding.
Excluding the 744,680 Shares that the Fund believes were illegally granted to
Mr. Taneja, there are 4,996,620 Shares outstanding (see Item 4 to Amendment No.
6).
The Fund beneficially owns 583,500 Shares, or approximately 11.7% of the
outstanding Shares, excluding the 744,680 Shares granted to Mr. Taneja. Because
Mr. Osborne is the sole Manager of the Fund, Mr. Osborne may be deemed to
beneficially own these Shares.
(b) Mr. Osborne, as sole Manager of the Fund, has sole power to vote, or
to direct the voting of, and the sole power to dispose or to direct the
disposition of, the 583,500 Shares owned by the Fund.
(c) Since the filing of Amendment No. 6, the Fund has purchased 5,000
Shares in the following open market transactions:
<TABLE>
<CAPTION>
Per Share Price
Date Number of Shares (Excluding Commission)
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<S> <C> <C>
December 28, 1998 5,000 $0.40
</TABLE>
(d) Not Applicable.
(e) Not Applicable.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 7.9 Order of the United States District Court, Middle District of
Florida, Tampa Division dated December 30, 1998
Page 4 of 6 Pages
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CUSIP No. 67052T201
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: December 31, 1998 TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Manager
Page 5 of 6 Pages
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CUSIP No. 67052T201
EXHIBIT LIST
Exhibit 7.9 Order of the United States District Court, Middle District of
Florida, Tampa Division dated December 30, 1998
Page 6 of 6 Pages
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EXHIBIT 7.9
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
NUMED HOME HEALTH CARE, INC.
Plaintiff,
v. Case No. 98-2354-CIV-T-17F
TURKEY VULTURE FUND XIII, LTD.
Defendant
v.
JUGAL K. TANEJA, SUSAN J. CARMICHAEL,
ROBERT P. OTTMAN, and THOMAS V. CHEMA
Counterclaim Defendants
ORDER
This Court finds that it needs further information with respect to the
complex factual matters involved in resolving Defendant TURKEY VULTURE FUND
XIII, LTD's motion for a preliminary injunction and supporting memorandum
(Docket Nos. 7-8), filed December 17, 1998; and supplementary memorandum, filed
December 23, 1998 (Docket No. 20). The Court therefore appoints to act as a
mediator and to assemble the information the Court requested in the hearing held
today, December 30, 1998, Mr. James D. Eckert, of 401 Fourth Street North, St.
Petersburg, Florida, telephone number (727) 895-6505. Mr. Eckert is to act as
mediator with authority in the nature of a special master. The parties are
hereby ordered to meet with Mr. Eckert and provide him with the information the
Court requested, as well as any other information Mr. Eckert requests. This
Court will hold a hearing this is tentatively scheduled for the afternoon of
Thursday, January 7, 1999 to be further advised as to this matter. Accordingly,
it is ORDERED that James D. Eckert be appointed as a mediator in this case, with
costs to be shared by the parties; in addition, it is ORDERED that NuMED and its
Board of Directors and officers shall be enjoined from taking any actions
outside of the ordinary course of business until further Order of this Court.
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DONE AND ORDERED in Chambers, in Tampa, Florida this 30th day of December, 1998
/s/ Elizabeth A. Kovachevich
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ELIZABETH A. KOVACHEVICH
Chief United States District Judge
Copies to: All parties and counsel of record
James D. Eckert
