SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934 (Amendment No. )
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|_| Definitive Additional Materials by Rule 14a-6(e) (2)).
|X| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
NuMED HOME HEALTH CARE, INC.
(Name of Registrant as Specified in its Charter)
NuMED HOME HEALTH CARE, INC.
(Name of Person(s) Filing Proxy Statement)
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|X| No fee required.
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NUMED HOME HEALTH CARE, INC.
WARNING: DO NOT SIGN ANY BLUE PROXY
CARDS FROM THE VULTURE COMMITTEE
December 23, 1998
DEAR NUMED SHAREHOLDER:
By now, you may have received a blue proxy card from the Vulture
Committee, a group of dissident NuMED shareholders trying to replace your
management's director nominees with its own hand-picked candidates. WE URGE YOU
TO IGNORE ANY MATERIALS YOU MAY RECEIVE FROM THE VULTURE COMMITTEE AND NOT SIGN
ANY BLUE VULTURE PROXY CARDS.
Shortly, we will be sending you NuMED management's proxy materials.
These will include a WHITE proxy card which you can sign to support management's
slate at our upcoming January 28 Annual Meeting.
TODAY'S CHALLENGING ENVIRONMENT FOR HOME HEALTH CARE
The home health care industry has been in turmoil for the past two
years, with many home health care companies closing or in severe financial
difficulty.
We will face many more challenges before market conditions improve.
Managed care payors, Medicare and Medicaid want home health agencies to continue
caring for patients while requiring more paperwork and collection of additional
data -- for less reinbursement.
SURVIVING IN SUCH AN ENVIRONMENT TAKES A DEDICATED AND INNOVATIVE
REIMBURSEMENT TEAM WITH SIGNIFICANT EXPERIENCE IN THE HOME HEALTH CARE FIELD.
Your management has taken a number of operational and strategic steps to reduce
costs and maintain our effectiveness in this difficult market, including:
o Consolidating several offices to reduce overhead expenses and
closing the Horsham, PA, rehabilitation office in favor of the
stronger Cincinnati rehabilitation agency.
o Combining the positions of Chief Executive Officer and
President into one job -- which I have assumed -- which will
further decrease our overhead expenses. Our former CEO, Jugal
Taneja, relinquished his position in November.
o Developing a strategic plan within the new Interim Payment
System regulations. Maximizing value for shareholders is our
chief goal.
BUSINESS COMBINATIONS WERE THOROUGHLY EXPLORED
In our continuing attempts to grow our business and maximize value for
shareholders, your management explored business combinations with two separate
groups this past year. Though extremely interested in NuMED, neither group was
able to raise the necessary capital in the current tumultuous market for home
health care financing.
Although a merger ultimately might be the ideal solution for NuMED, we
recognize the difficulties buyers face today under current conditions and we are
prepared to focus our energies on strengthening our present business.
5770 ROOSEVELT BOULEVARD o SUITE 700 o CLEARWATER, FLORIDA 33760 o
TELEPHONE: (813) 524-3227 o FAX: (813) 524-3349
<PAGE>
THE VULTURE COMMITTEE OFFERS YOU NOTHING
It's important we do so without the distractions of a proxy battle with
the Vulture Committee, who are quite willing to criticize our efforts but
apparently offer no genuine interest in improving NuMED. You should know that in
our negotiations with the Vulture Committee:
o They were offered Board representation several times.
o We solicited their constructive input and ideas for improving
NuMED.
o EVERY OFFER OF A BOARD SEAT WAS REJECTED -- EVEN OUR FINAL
OFFER OF THREE SEATS ON NUMED'S SEVEN MEMBER BOARD. FURTHER,
THEY HAD NO INTEREST IN GENERATING POSITIVE IDEAS OR WORKING
WITH US TO IMPROVE YOUR COMPANY.
SUPPORT YOUR CURRENT BOARD
WAIT FOR MANAGEMENT'S WHITE PROXY CARD
Instead, the Vulture Committee has tried to turn this debate into a
personal attack upon former CEO, Jugal Taneja -- who has since left that
position. It's time to move on. In our view, the Vulture Committee wants to gain
control of your Board but they offer you nothing in return:
o No cash or offer of any kind for your shares.
o No significant home health care management expertise -- at a
time in the industry when management ability is of paramount
importance.
o No real plans or ideas for improving our operations, cutting
costs, or expanding our markets.
REMEMBER -- ALL SHAREHOLDERS WANT A PROFITABLE, VALUABLE COMPANY. NUMED
MANAGEMENT IS WORKING TOWARD THAT GOAL. YOU WILL SHORTLY BE RECEIVING NUMED'S
PROXY MATERIALS AND WHITE PROXY CARD WHICH YOU CAN USE TO SUPPORT MANAGEMENT'S
NOMINEES. UNTIL THEN IGNORE ANY BLUE CARDS THE VULTURE COMMITTEE MAY SEND YOU.
If you have questions, you may call MacKenzie Partners, Inc. which is
assisting NuMED management, toll-free at (800) 322-2885. You are also invited to
call me directly at NuMED at (800) 686-8633. We appreciate your continuing
support of NuMED and its goals.
On behalf of the Board of Directors,
Sincerely,
/s/ Susan Carmichael
Susan Carmichael
President and Chief
Executive Officer
