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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
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. 4)*
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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)
November 24, 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 9 Pages
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SCHEDULE 13D
CUSIP NO. 67052T201 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
Turkey Vulture Fund XIII, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [____]
(b) [____]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [____]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7 SOLE VOTING POWER
NUMBER OF
508,500
SHARES ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ----------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
508,500
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
508,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [____]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
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14 TYPE OF REPORTING PERSON*
OO
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CUSIP No. 67052T201
This Amendment No. 4 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 certain correspondence with NuMED Home Health Care, Inc., a
Nevada corporation (the "Company").
Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended and supplemented as follows:
On the morning of November 24, 1998, counsel for the Fund was notified by
the Company that the Company and Jugal K. Taneja, the Company's Chief Executive
Officer and Chairman of the Board, had reached an agreement whereby Mr. Taneja
would relinquish his duties as the Chief Executive Officer and Chairman of the
Board, and Susan J. Carmichael, the existing President of the Company, would be
appointed as the Chief Executive Officer of the Company. Mr. Taneja, however,
will remain as a director of the Company. The Company also issued a press
release announcing Mr. Taneja's relinquishment of his duties as Chief Executive
Officer and Chairman of the Board, and the appointment of Susan J. Carmichael as
Chief Executive Officer. No details of the agreement with Mr. Taneja or
Ms. Carmichael have been made public.
The Committee for a New NuMED (the "Committee"), of which Richard M.
Osborne, the sole Manager of the Fund, is a member, immediately responded to the
announcement of Mr. Taneja's agreement by sending a letter from its counsel to
Thomas V. Chema, a director of the Company, regarding the implications of
Mr. Taneja's agreement to the Committee's plans with respect to the Company.
In the letter, the Committee stated that it was pleased that the Board of
Directors accomplished one of the Committee's primary goals with the removal
of Mr. Taneja as Chairman of the Board and Chief Executive Officer. However,
the Committee stated that it was necessary for Mr. Taneja to sever all ties
with the Company, including resigning as a director.
In addition, the Committee requested, among other things, that Mr. Taneja
agree to (1) a five year standstill that would prohibit him from purchasing
additional stock of the Company or participating in any proxy contest, tender
offer or other form of change of control, and (2) grant to Mr. Osborne an
irrevocable proxy to vote his stock until Mr. Taneja's beneficial ownership
dropped below 5% of the outstanding shares of the Company's stock. The
Committee believes that both of the foregoing provisions are necessary to ensure
that Mr. Taneja is no longer in control of the Company and has no appearance of
being in control. If the foregoing terms were acceptable to Mr. Taneja,
Mr. Osborne indicated that he would be willing to accept a right of first
refusal on Mr. Taneja's stock or warrants, in the event that Mr. Taneja
receives a bona fide offer for the stock or warrants from a third party. The
Company could also accept a similar right of first refusal from Mr. Taneja.
The purpose of the right of first refusal is to ensure that there would be no
extraordinary impact on the Company's stock if Mr. Taneja were to sell his
stock.
The Committee also informed the Company in the letter that the Committee
would be pleased to work with Ms. Carmichael, provided that the terms and
conditions of her employment are reasonable. Further, the Committee stated that
it would consider including four of its nominees on the Company's slate for
election at the stockholders' meeting, assuming a seven director Board. If
Page 3 of 9 Pages
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CUSIP No. 67052T201
the Company does not agree to place the Committee's nominees on its slate,
the Committee intends to continue its proxy solicitation and to hold the
Company to the December 28, 1998 meeting date. (The Committee is aware that
in the press release the Company purports to once again change the record and
meeting dates.) In the letter to Mr. Chema, the Committee reserved its right
to examine its legal alternatives if it was unable to reach agreement with
the Company. A copy of the Committee's letter to Mr. Chema is attached
hereto as Exhibit 7.5 and is hereby incorporated by reference. The foregoing
summary of the Committee's letter is qualified by reference to the letter.
Mr. Osborne and the Fund continue to reserve the right to modify their, and
the Committee'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.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 7.5 Letter from counsel for the Committee for a New NuMED to
Thomas V. Chema, a director of NuMED Home Health Care, Inc.,
dated November 24, 1998.
Page 4 of 9 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: November 25, 1998 TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Manager
Page 5 of 9 Pages
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EXHIBIT LIST
Exhibit 7.5 Letter from counsel for the Committee for a New NuMED to
Thomas V. Chema, a director of NuMED Home Health Care, Inc.,
dated November 24, 1998.
Page 6 of 9 Pages
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EXHIBIT 7.5
KOHRMAN JACKSON & KRANTZ P.L.L.
ATTORNEYS AT LAW
1375 EAST NINTH STREET
ONE CLEVELAND CENTER, 20th FLOOR
CLEVELAND, OHIO 44114
--------
216-696-8700
DIRECT DIAL TELECOPIER E-MAIL
216-736-7204 216-621-6536 [email protected]
November 24, 1998
VIA FACSIMILE AND MESSENGER DELIVERY
Thomas V. Chema
Arter & Hadden
Huntington Building, Suite 1110
925 Euclid Avenue
Cleveland, Ohio 44115
Re: NUMED HOME HEALTH CARE, INC. ("NUMED" OR THE "COMPANY")
Dear Mr. Chema:
I received your voicemail this morning regarding Jugal K. Taneja's
termination, and on behalf of the Committee for a New NuMED (the "Committee"),
we are pleased that the Board has accomplished one of our primary goals.
However, as we have discussed on several occasions, our views of what Mr. Taneja
is entitled to under his employment contract differ substantially. Given the
specific terms of Mr. Taneja's employment contract and the present tenuous
economic position of the Company, the Committee believes that it would be
inappropriate for the Board to pay Mr. Taneja any more than he is entitled to
under his contract. The Committee will examine all legal alternatives available
to it if it believes Mr. Taneja's severance package is excessive and outside the
bounds of the existing contract.
In addition, we assume that the severance agreement will require Mr. Taneja
to completely terminate all ties to the Company, including resigning as a
director and an officer, barring him from receiving any compensation, directly
or indirectly, beyond what is specifically enumerated in the severance
agreement, no longer sharing office space with the Company, and giving up
certain rights with respect to his stock and warrants. With respect to the
stock, the Committee would insist that Mr. Taneja: (i) agree to a minimum five
year standstill that would prohibit the purchase of any additional NuMED stock
and the participation in any proxy contest, tender offer or other form of change
of control; and (ii) grant an irrevocable proxy to Richard M. Osborne to vote
his stock until Mr. Taneja's beneficial ownership drops below 5% of the
outstanding stock of the Company. Both of these provisions are necessary to
ensure that Mr. Taneja's is no longer in control of the Company and has no
appearance of being in control We would be happy to provide you a draft of the
standstill agreement and the irrevocable proxy. If the foregoing is accepted by
Mr. Taneja, Mr. Osborne would be willing to grant a right of first refusal on
Mr. Taneja's stock or warrants, which could be exercised
Page 7 of 9 Pages
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KOHRMAN JACKSON & KRANTZ P.L.L.
Thomas V. Chema
Page 2
November 24, 1998
in the event of a bona fide offer from a third party. In the alternative, if
Mr. Osborne fails to exercise the right of first refusal, the Company could
grant a similar right of first refusal. Given Mr. Taneja's large stock and
warrant ownership and the lack of liquidity in the stock, this provision is
also necessary to ensure that there is no extraordinary impact on the
Company's stock price if Mr. Taneja's determines to sell. Failure to include
these provisions in any severance agreement will also lead the Committee to
examine its legal alternatives.
In your voicemail you also indicated that the Board has appointed Susan
Carmichael Chief Executive Officer and is negotiating a revised employment
agreement with Ms. Carmichael. As Mr. Osborne has indicated in conversations
with you and with Ms. Carmichael, the Committee would be pleased to work with
Ms. Carmichael, provided the terms and conditions of her employment are
reasonable. Again, her employment agreement should reflect the economic
realities of the Company at this time -- onerous severance provisions that
entrench current management and the Board of Directors would be inappropriate.
You also stated that the Board is in the process of determining a slate for
election at the stockholders' meeting. The Committee would consider including
four nominees on the Company's slate, assuming there are seven directors on the
Board. If this is not acceptable to the Board, the Committee intends to
continue with its proxy solicitation and to hold the Company to the December 28
meeting date. The Committee would only consider delaying the meeting date if
NuMED confirms in writing your statement on my voicemail earlier today that the
Board of Directors will only operate the Company in the ordinary course of
business until NuMED holds a stockholders meeting and that the agreements with
Mr. Taneja and Ms. Carmichael reflect the terms indicated in this letter.
With respect to the litigation that the Company has apparently brought, we
anticipate that the Company will now proceed to drop the litigation as it has
already acted to terminate Mr. Taneja which the Committee had also sought.
However, if the Company does determine to continue with the litigation, on
issues that we believe have been finally determined by the Supreme Court over 20
years ago, the Committee will seek all appropriate remedies and sanctions for
litigation that the Committee believes constitutes a waste of corporate assets.
Page 8 of 9 Pages
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KOHRMAN JACKSON & KRANTZ P.L.L.
Thomas V. Chema
Page 3
November 24, 1998
The Committee looks forward to working with Ms. Carmichael and the Board of
Directors to maximize stockholder value.
Sincerely,
/s/ Marc C. Krantz
Marc C. Krantz
MCK:mrs
cc: Richard M. Osborne
Martin A. Traber, Esq.
Page 9 of 9 Pages
