<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 / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NuMED Home Health Care, Inc.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Committee for a New NuMED
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, Par Value $0.001 Per Share
------------------------------------------------------------------------
(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 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:
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(4) Date Filed:
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<PAGE>
COMMITTEE FOR A NEW NUMED
YOUR VOTE CAN CHANGE THE FUTURE
OF YOUR COMPANY
Dear Fellow NuMED Stockholders:
The Committee for a New NuMED is seeking your support to elect its five nominees
to the Board of Directors of NuMED Home Health Care, Inc. We believe that, in
order to reverse the Company's dismal performance under the control of Chief
Executive Officer Jugal K. Taneja, we must elect new directors who are not
associated with the current Board and management.
The election of our nominees will accomplish two important objectives. First,
it will allow the newly-constituted Board to select a new Chief Executive
Officer to lead the turnaround at the Company. And second, with majority
control of the Board, our new directors (along with the new CEO) will be able to
implement new policies and programs designed to improve the Company's poor
operating record and financial condition.
A QUESTION OF ACCOUNTABILITY
A fundamental tenet of corporate democracy is management accountability. The
incumbent directors of any public company do not have the automatic right to
continue running the company indefinitely, particularly after a prolonged period
of poor performance. They must answer to you, the true owners of the Company.
That truth is why the law requires a corporation such as NuMED to hold a
stockholders' meeting every year.
Unfortunately, NuMED has not held a stockholders' meeting in over 30 months. It
was only after our persistent call for a meeting, which included commencing a
lawsuit to force a meeting to be held, that the Company finally scheduled a
stockholders' meeting for December 28.
A RARE OPPORTUNITY FOR STOCKHOLDERS
If you don't act now to support our nominees, there may not be a stockholder
group in the future willing to take action to challenge the incumbent directors
if they continue to perform poorly. We can't afford business as usual at NuMED
any longer.
Remember: it was only after we forced the issue that the Board scheduled this
Annual Meeting. It is a rare case when an outside stockholder has the financial
ability, courage and persistence to challenge an incumbent board. This year,
however, through our efforts, you have the opportunity to call NuMED's Board and
management to account for their continued failures.
Exercise your democratic right as an owner of NuMED. Vote to support the
Committee's nominees and help bring a change of direction to the Company.
Please sign and return the BLUE proxy card today. If you need assistance in
voting your shares, please call our proxy solicitor, Beacon Hill Partners, at
1-800-755-5001.
Thank you for your support.
Sincerely,
THE COMMITTEE FOR A NEW NUMED
<PAGE>
COMMITTEE FOR A NEW NUMED
PRELIMINARY PROXY STATEMENT
IN OPPOSITION TO THE BOARD OF DIRECTORS OF
NUMED HOME HEALTH CARE, INC.
ANNUAL MEETING OF STOCKHOLDERS
Scheduled for December 28, 1998
TO THE STOCKHOLDERS OF NUMED HOME HEALTH CARE, INC.:
This Proxy Statement is furnished by the Committee for a New NuMED in
connection with its solicitation of proxies to be used at the Annual Meeting of
Stockholders of NuMED Home Health Care, Inc. ("NuMED" or the "Company")
scheduled to be held Monday, December 28, 1998 at the offices of Foley &
Lardner, Suite 2700, 100 N. Tampa Street, Tampa, Florida 33601-3391 at 9:00
A.M., local time, and at any adjournments or postponements of the Annual
Meeting.
Initially, we are sending this Proxy Statement and the accompanying BLUE
proxy card to the Company's stockholders on or shortly after November 27, 1998.
The Company has set December 7, 1998 as the record date for determining
stockholders entitled to notice of, and to vote at, the Annual Meeting. We will
also distribute this Proxy Statement to all stockholders who own shares of the
Company's common stock on the record date but who do not receive the initial
mailing of the Proxy Statement.
According to the Company's most recent filing with the Securities and
Exchange Commission, as of August 4, 1998, there were outstanding and entitled
to vote at the Annual Meeting a total of 4,966,620 shares of the Company's
common stock, $0.001 par value per share. Each share is entitled to one vote on
all matters submitted to a vote of the stockholders at the Annual Meeting. As
of the date of this Proxy Statement, members of the Committee have the right to
vote 508,500 shares of NuMED constituting approximately 10.2% of the total votes
eligible to be cast at the Annual Meeting. See THE COMMITTEE.
- -------------------------------------------------------------------------------
IMPORTANT
WE URGE YOU TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD TO
VOTE FOR THE ELECTION OF OUR NOMINEES AND FOR THE AMENDMENT TO NUMED'S BY-LAWS
TO ELIMINATE THE CLASSIFIED BOARD OF DIRECTORS. WE HAVE PROVIDED A POSTAGE-
PAID ENVELOPE FOR YOUR CONVENIENCE.
WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE COMPANY. IF YOU
HAVE ALREADY DONE SO, YOU MAY REVOKE THAT PROXY BY SIGNING AND RETURNING THE
ENCLOSED BLUE PROXY CARD TO US. YOU CAN ALSO REVOKE AN EARLIER PROXY BY
WRITTEN REVOCATION SENT TO THE COMPANY OR BY APPEARING AT THE ANNUAL MEETING
AND VOTING IN PERSON.
- -------------------------------------------------------------------------------
<PAGE>
REASONS FOR THIS SOLICITATION
The Committee for a New NuMED (the "Committee") urgently solicits your
proxy to enable us to regain our rights as stockholders and revive our failing
Company. We seek your help to elect five directors with substantial business
experience to the NuMED Board. We believe that our nominees will be more
responsible in their direction of the management of the Company than the current
Board of Directors and that our nominees will implement the policies necessary
to maximize stockholder value.
NUMED'S SHARES CONTINUALLY UNDERPERFORM THE MARKET
From a high of $6.00 in May 1994, NuMED's stock has sunk to less than
44CENTS on November 11, 1998. We believe that this steep per share decline
reflects the market's dim view of the Company's prospects under its current
management. In addition, the stock's continued trading at less than $1.00 may
cause the Company's shares to be de-listed from the Nasdaq SmallCap Market-SM-,
where they currently trade under the symbol "NUMD," further reducing the stock's
liquidity.
The following graph compares the cumulative total return on NuMED's stock
with the cumulative total return on the companies in the Standard & Poor's 500
Stock Index and the Nasdaq National Market Index assuming an initial investment
of $100 on May , 1994 (when NuMED's stock was first listed for trading on a
stock exchange) with dividends reinvested when paid and share prices as of the
last day of each fiscal year and November , 1998.
[Graph to be provided.]
As the graph shows, a $100 investment in NuMED on May , 1998 would be worth
$ on November , 1998. The same $100 would be worth $
if invested in the Standard & Poor's 500 Index or $ if invested in the
Nasdaq National Market Index.
NUMED'S NET WORTH HAS DECLINED PRECIPITOUSLY
From April 1, 1995 through June 30, 1998, the Company reported net losses
totaling more than $4.0 million. The Company's net worth has declined from over
$10.0 million on March 31, 1996, to less than $6.0 million on June 30, 1998, a
loss of more than 40% of stockholders' equity in little more than three years!
In its most recent annual report, the Company stated that its profitability has
been reduced primarily because it "has incurred excessive legal and other costs
relating primarily from failed acquisitions." We agree that the Company cannot
afford any more failed acquisitions. We believe that stronger management would
help limit speculative acquisitions and excessive expenses. See SOLUTIONS TO
THE PROBLEM.
SHOW US THE MONEY
Someone is making money from the Company -- unfortunately it isn't the
stockholders. Although NuMED's revenues have almost tripled from $7.6 million
for the fiscal year ended March 31, 1994 to $22.6 million at March 31, 1998,
earnings have plummeted. The following graph illustrates the Company's failure
to capitalize on its increased earnings.
2
<PAGE>
<TABLE>
<CAPTION>
EARNINGS
REVENUE PER SHARE
----------- ---------
<S> <C> <C>
1994 $ 7,595,349 $0.18
1995 9,357,188 ($0.03)
1996 24,133,516 $0.02
1997 24,590,951 ($0.38)
1998 22,649,516 ($0.40)
</TABLE>
MR. TANEJA HAS BENEFITED FROM THE COMPANY -- HAVE YOU?
While the Company's stock was declining in value and its fiscal performance
deteriorating, the Company paid Jugal K. Taneja, Chairman of the Board and Chief
Executive Officer of the Company, a lucrative compensation package (a total of
$722,344 in the last three years) and granted him the right to purchase 920,000
shares of NuMED stock.
In addition, Mr. Taneja has also benefited, from various agreements the
Company has entered into with (1) A.T. Brod & Co., Inc., a wholly-owned
subsidiary of Bancapital Financial Corporation, of which Mr. Taneja is a
majority stockholder and Chief Executive Officer, and (2) Bancapital
Corporation, which is owned and controlled by Mr. Taneja. Over the past six
years, the Company has disclosed that it has paid approximately $2.0 million to
A.T. Brod and Bancapital Corporation. The Company has also disclosed that it
issued 40,000 shares of NuMED stock to A.T. Brod, as well as granting it options
to purchase an additional 110,000 shares of NuMED stock. On March 28, 1995,
A.T. Brod, a securities brokerage firm that made a market for NuMED's stock, was
shut down by the New York Stock Exchange for violating Securities and Exchange
Commission and New York Stock Exchange rules. The Committee believes that the
closure of A.T. Brod led to a lack of investor support for NuMED stock, which,
we believe, continues to this day to contribute to the steady decline in the
value of NuMED stock.
NUMED'S BOARD HAS FAILED TO RESPOND TO STOCKHOLDER CONCERNS
The Board of Directors of NuMED has shown a lack of concern for the
stockholders of the Company. This lack of concern is evident by their decision
to unilaterally insulate themselves from being held accountable to stockholders
for their mismanagement of the Company. In January 1996, the Board of Directors
amended the Company's By-laws -- without the consent of its stockholders -- to
classify the members of the Board of Directors into three groups of two or three
directors each. In a classified board, which is also called a staggered board,
the stockholders elect each group of directors in alternating years.
Classification of NuMED's Board of Directors will make it more difficult for you
to change the composition of the Board because at least two annual meetings of
the stockholders, instead of one, will be necessary to replace a majority of the
directors. We believe that
3
<PAGE>
the classified Board is simply a way for management to entrench itself and
avoid being held accountable for the serious decline in stockholder value.
In its 1996 proxy statement, NuMED admitted that the classified board "could
have the effect of discouraging a third party from initiating a proxy
contest, making a tender offer or otherwise attempting to obtain control of
the Company, even though such a transaction could be beneficial to the
Company and its stockholders." We believe that responsible directors would
not unilaterally institute internal mechanisms, such as a classified board,
to insulate themselves from stockholder disapproval. We believe that you
must have the ability on an annual basis to voice your disapproval of the
poor performance of your Board of Directors, and to elect new directors if
necessary. See PROPOSAL TO AMEND THE BY-LAWS TO ELIMINATE THE CLASSIFIED
BOARD OF DIRECTORS.
In 1997, NuMED's Board of Directors simply failed to hold an annual meeting,
completely denying you the right to vote for directors. On several
occasions, Committee member Richard M. Osborne expressed to the Board his
concerns over the direction of NuMED and requested that the Company hold a
meeting of its stockholders. The Board repeatedly ignored Mr. Osborne's
concerns, which prompted him to file a lawsuit, through a company Mr. Osborne
manages, against NuMED to compel an annual meeting. Even after the lawsuit
was filed, the Board of Directors delayed holding an annual meeting of
stockholders more than a year, although Nevada law and the Company's By-laws
require the Company to hold a meeting of its stockholders annually. See
BACKGROUND TO THIS SOLICITATION.
A COMPANY IN TURMOIL
NuMED announced two merger agreements in 1998. Both would have led to a
change of control of the Company. Both were abandoned. In addition, five of
NuMED's directors have resigned over the past three years. We do not believe
that this turmoil can continue. We believe it is time for a new NuMED.
We have summarized the events and failures that have led us to conclude
that it is time to replace NuMED's Board of Directors. We describe below the
events leading up to this proxy solicitation which further strengthen our
conviction that the stockholders of NuMED have stood by long enough while the
Board's mismanagement of the Company has caused a steady decline in stockholder
value.
BACKGROUND TO THIS SOLICITATION
Richard M. Osborne, a member of the Committee, has fought to bring you the
opportunity to elect a new Board of Directors that will operate NuMED
profitably. Conversely, management of the Company has acted to keep this
opportunity from you.
On April 18, 1997, Turkey Vulture Fund XIII, Ltd. (the "Fund"), an Ohio
limited liability company of which Mr. Osborne is the Manager, requested,
pursuant to Nevada law, to inspect the Company's stockholders' list. When the
Company failed to respond, the Fund renewed its request to inspect the
stockholders' list on September 25, 1997, and in addition requested that the
Board of Directors of NuMED schedule an annual meeting of stockholders. The
Company has not held an annual meeting since March 29, 1996, and no election of
directors has taken place since then, contrary to the provisions of Nevada law
and the Company's own By-laws. Article III, Section 1 of
4
<PAGE>
the Company's By-laws requires that NuMED hold an annual meeting of
stockholders every July. After the Board once again ignored the Fund's
request, the Fund renewed its demand for a stockholders' meeting on
October 8, 1997.
With the hope of trying to convince NuMED's directors to hold a
stockholders' meeting, representatives of the Fund held discussions with
representatives of NuMED throughout the Summer and Fall of 1997. After the
Fund's continued efforts to press NuMED to hold a meeting failed, the Fund was
left with no alternative but to commence a lawsuit to force the Board of
Directors to hold an annual meeting of stockholders. On November 14, 1997, the
Fund initiated a lawsuit captioned TURKEY VULTURE FUND XIII, LTD. V. NUMED HOME
HEALTH CARE, INC. (2nd Jud. Dist. Ct., Washoe Cty., Nev. Case No. CV-97-0777),
alleging the facts described above and requesting that the court (1) issue an
order directing NuMED to produce its stockholders' list for the Fund's
inspection, (2) issue an order requiring NuMED to schedule an annual
stockholders' meeting, (3) enjoin NuMED from interfering with the Fund's
statutory rights as a stockholder, (4) award the Fund compensatory damages for
its injuries resulting from NuMED's failure to comply with Nevada law relating
to the inspection of stockholders' records, (5) order NuMED to pay the Fund's
costs, and (6) find any other further relief as the court deems proper.
In December 1997, the Fund's counsel continued to have discussions with
NuMED's counsel in an attempt to settle the lawsuit. In January and February
1998, representatives of the Company requested that the Fund invest $2.0 million
in NuMED. The Fund's investment was contingent upon terminating Mr. Taneja's
employment agreement. Negotiations for a capital infusion by the Fund broke
down when NuMED requested an additional $4.0 million loan and began discussing
alternate plans with other parties.
In January 1998, the Company and the Fund negotiated a settlement of the
Fund's lawsuit. The terms of the settlement required the Company to provide the
Fund with a recent stockholders' list, and to hold an annual meeting of
stockholders by March 6, 1998. However, terms of the settlement agreement were
never finalized, and on February 18, 1998, NuMED announced that it had entered
into an agreement to merge with Banyan Healthcare Services, Inc., a merchant
banking firm organized to effect the combination of home health care companies.
In light of the Company's pending merger with Banyan, the Fund determined that
it would not pursue the litigation and dismissed the action without prejudice in
early March 1998. Banyan and NuMED subsequently terminated their merger
agreement.
After the failed Banyan merger, periodic conversations took place between
the Fund and the Company regarding holding an annual meeting and whether a
representative of the Fund would become a member of the Board of Directors of
NuMED. On October 14, 1998, the Company announced that a second merger
agreement, this time with Mednu Acquisition Corp., had been terminated. On
October 6, 1998, the Fund again requested that NuMED hold an annual meeting.
Finally, after delaying for 14 months, on November 2, 1998, the Board of
Directors of NuMED announced that the Company would hold an annual meeting of
stockholders on December 28, 1998.
5
<PAGE>
SOLUTIONS TO THE PROBLEM
We have experience in investing, analyzing and managing companies
profitably. See NOMINEES FOR ELECTION AS DIRECTORS. We are committed to:
- - Developing a plan to achieve profitability and enhance stockholder value;
- - Imposing strict controls on overhead expenses and implementing necessary
steps to cut costs;
- - Terminating Mr. Taneja's employment with the Company and appointing a new
Chief Executive Officer; and
- - Implementing a continuous, effective stockholder relations program to keep
stockholders informed about NuMED.
Once elected to the Board of NuMED, we will use the detailed financial and
operational information of the Company available to us as directors to develop
specific plans to implement each of the solutions mentioned above. Our added
knowledge of the Company will also allow us to direct our plans and proposals
into other areas to reach our goals of achieving profitability and enhancing
stockholder value.
OUR PROMISE TO STOCKHOLDERS
We are not attempting to benefit ourselves at the expense of any other
stockholders. Rather, we are seeking to create value for all stockholders.
- - We will NOT terminate NuMED employees simply for the sake of cutting costs;
our grievance is with the Company's directors, not its professional staff.
We trust that with stability, a coherent business plan, professional
management and stockholder oversight, their talents can be put to
profitable use.
- - We will NOT increase the pay and benefits of officers or reward them with
"golden parachutes" at a time when the price of NuMED's stock is less than
50CENTS. We WILL seek to create a total compensation program to attract,
retain and motivate the high caliber executives required for the success of
the Company, including stock options with exercise prices that will provide
management with a direct financial incentive to enhance stockholder value,
aligning the interests of the Company's executives with the long-term
interests of its stockholders.
- - We will NOT be compensated by NuMED, other than (1) compensation, in an
amount not yet determined, payable to NuMED's Chief Executive Officer, if
that position is held by a Committee member, (2) compensation, if any,
payable to any of the nominees solely in their capacities as directors of
NuMED, (3) payments received by the Fund and members of the Committee in
their capacity as stockholders of the Company, (4) reimbursement from the
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<PAGE>
Company of the expenses of the solicitation of proxies or (5) in any
transaction approved by a majority of the stockholders of the Company.
THE COMMITTEE
We have formed the Committee for a New NuMED because of our conviction that
the stockholders of NuMED have stood by long enough while the Board's
mismanagement of the Company has caused a steady decline in stockholder
value. See REASONS FOR THIS SOLICITATION. The members of the Committee are
Richard M. Osborne, J. Michael Gorman, Thomas J. Smith, Gary A. Lyons and
Louise B. Miller, individuals with substantial management experience,
including managing publicly-traded and health-care related companies. See
NOMINEES FOR ELECTION AS DIRECTORS.
As of the date of this Proxy Statement, members of the Committee
beneficially owned 508,500 shares of NuMED's common stock, representing
approximately 10.2% of the outstanding stock of the Company. All of these
shares are owned by the Fund, and Mr. Osborne, as the sole Manager of the Fund,
is considered the beneficial owner of all shares owned by the Fund.
Additional information concerning the Committee, the Fund and the Fund's
holdings of NuMED's stock is included in attached Appendix A.
NOMINEES FOR ELECTION AS DIRECTORS
Based on the Company's most recent annual report filed with the Securities
and Exchange Commission, we believe that the NuMED Board currently has seven
director positions. Four of these positions are filled, and the remaining three
are vacant as a result of resignations. The Board of Directors is divided into
three groups of two or three directors serving for three-year terms. Because
there was no annual meeting held in 1997, the terms of the director positions
held by Thomas V. Chema and Judi M. Kelly (who resigned as of March 31, 1998)
have expired, and the terms of Susan J. Carmichael, Jugal K. Taneja and Robert
P. Ottman will expire at the Annual Meeting. Therefore, we believe that the
stockholders are entitled to vote for five directors at the Annual Meeting,
leaving two vacancies.
Under the current terms of the Company's By-laws, directors elected at the
Annual Meeting will each serve for a period of two or three years. However, we
propose to amend the Company's By-laws to eliminate the classified Board of
Directors, permitting the stockholders to elect all directors annually. We
believe that this will insure that the Board of Directors will be accountable to
all stockholders. See REASONS FOR THIS SOLICITATION -- NUMED'S BOARD HAS FAILED
TO RESPOND TO STOCKHOLDER CONCERNS and PROPOSAL TO AMEND THE BY-LAWS TO
ELIMINATE THE CLASSIFIED BOARD OF DIRECTORS.
In opposition to the slate of directors proposed by the incumbent Board of
Directors, the Committee is proposing a slate of five experienced and
well-qualified nominees for election as new
7
<PAGE>
directors of the Company who, if elected, would constitute the entire Board
of Directors, unless the existing two vacancies are filled. The affirmative
vote of the holders of a plurality of the shares cast at the Annual Meeting
is required for the election of directors.
Each nominee named below has agreed to serve as a director of the Company
if elected. We do not expect that any of the nominees will be unable to stand
for election but, if a vacancy in the slate of nominees occurs unexpectedly, the
shares represented by the enclosed BLUE proxy card will be voted for a
substitute candidate selected by the Committee.
The following information concerning business address, age and principal
occupation has been furnished by the Committee's nominees.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION FOR PAST FIVE YEARS
- --------------------------------- --------------------------------------------
<S> <C>
Richard M. Osborne Mr. Osborne, 53, is President and Chief
7001 Center Street Executive Officer of OsAir, Inc., a company
Mentor, Ohio 44060 he founded in 1963. OsAir is a manufacturer
of industrial gases for pipeline delivery and
a real property developer. Mr. Osborne is the
Manager of Turkey Vulture Fund XIII, Ltd.,
which began operations in January 1995. The
Fund acquires, holds, sells or otherwise
invests in all types of securities and other
instruments. Mr. Osborne is a director of
TIS Mortgage Investment Company, a publicly-
held real estate investment trust, a trustee
and Chairman of the Board of Trustees of
Meridian Point Realty Trust '83, a publicly-
held real estate investment trust, a director
of Central Reserve Life Corporation, a
publicly-held insurance holding company, a
director and Chairman of the Board of Pacific
Gateway Properties, Inc., a publicly-held
real estate company, and a director and
Vice Chairman of the Board of GLB Bancorp,
Inc., a bank holding company.
J. Michael Gorman Mr. Gorman, 46, is the President and Chief
1109 S. Main Street Executive Officer of Harmony Laboratories,
Landis, North Carolina 28088 Inc. Harmony Laboratories is a company
engaged in the development and distribution
of over-the-counter pharmaceuticals and
health and beauty aids. From 1990 through
1995, Mr. Gorman was President of Knox
International, Inc., a company that produces
and distributes medical gases and equipment.
Prior to that time, Mr. Gorman served as
President of GPI, Inc., a company engaged in
the production of custom plastic devices for
the medical industry.
</TABLE>
8
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<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION FOR PAST FIVE YEARS
- --------------------------------- --------------------------------------------
<S> <C>
Thomas J. Smith Mr. Smith, 54, has been the President of
8500 Station Street Retirement Management Company since 1992,
Suite 100 which is engaged in the management of
Mentor, Ohio 44060 assisted living and retirement facilities.
Since April 1996, Mr. Smith has served as the
Executive Operating Manager of Liberty Self-
Stor, Ltd., which owns and operates 13 self-
storage facilities. Mr. Osborne owns or
controls both Retirement Management and
Liberty Self-Stor. Mr. Smith is also a
director of GLB Bancorp, a bank holding
company, and a trustee of Meridian Point
Realty Trust '83, a publicly-held real estate
investment trust.
Gary A. Lyons Mr. Lyons, 46, has been the Senior Vice-
8500 Station Street President of Retirement Management Company
Suite 100 since 1992. Mr. Lyons is also employed by
Mentor, Ohio 44060 Liberty Self-Stor as the Acquisition Manager,
responsible for identifying and evaluating
potential acquisitions of self-storage
facilities.
Louise B. Miller Ms. Miller, 36, has been the Assistant
8500 Station Street Controller of Retirement Management since May
Suite 100 1997. Prior to that time, Ms. Miller was the
Mentor, Ohio 44060 President and co-owner of Scot's Manor, Inc.,
a company she founded in 1987. Scot's Manor
operated as an assisted living facility in
Orwell, Ohio.
</TABLE>
PROPOSAL TO AMEND THE BY-LAWS TO
ELIMINATE THE CLASSIFIED BOARD OF DIRECTORS
NuMED's By-laws do not allow for the election of all directors at each
annual meeting of stockholders. Instead, NuMED's directors amended the By-laws
to divide the Board into three classes, with each class serving for a three-year
term.
We believe that it is in the best interest of NuMED's stockholders to
eliminate the classified Board of Directors which would permit stockholders to
elect all directors annually. We believe that this will insure that all
directors will be more accountable to you, the stockholders, every year. If
this proposal is adopted, it will govern the next election of directors.
9
<PAGE>
Approval of this amendment to the By-laws requires the affirmative vote of
a majority of the outstanding shares of NuMED common stock. Abstentions and
broker no-votes will have the effect of a "no vote" to our proposal. Therefore,
you should NOT check the abstention box on the proxy card for this proposal
unless you are opposed to it.
The resolution to be considered by the stockholders in connection with this
proposal is attached as Appendix B to this Proxy Statement.
VOTING OF PROXIES
Unless otherwise indicated, the persons named in the accompanying BLUE
proxy card will vote properly executed and duly returned proxies (1) FOR the
election of five Committee nominees as members of the Board of Directors of the
Company to serve until their successors are elected and qualified, (2) FOR the
proposal to amend NuMED's By-Laws to eliminate the classified Board of Directors
and to provide that all directors be elected annually for one-year terms, and
(3) in accordance with their judgment on any other business that may be properly
presented at the Annual Meeting and any adjournment or postponement.
Please sign, date and return the BLUE proxy card in the postage-paid
envelope provided. Execution of the enclosed BLUE proxy card will not affect
your right to attend the Annual Meeting and vote in person. You may revoke a
proxy at any time before it is voted either by a later dated proxy or by voting
in person at the Annual Meeting. Attendance at the Annual Meeting will not in
and of itself revoke your proxy. If you are a stockholder of record on December
7, 1998, you will retain your voting rights in connection with the Annual
Meeting even if you sell your shares after that date. Accordingly, it is
important that you vote the shares you hold on December 7, 1998 or grant a proxy
to vote those shares whether or not you own them after the record date.
You cannot select directors from among those proposed by the Company and
the Committee. THEREFORE, IF YOU WISH TO SUPPORT THE COMMITTEE'S NOMINEES, YOUR
LAST DATED PROPERLY EXECUTED PROXY MUST BE A BLUE PROXY CARD.
PROXY SOLICITATION AND EXPENSES
We may solicit proxies by mail, telephone, facsimile and personal
solicitation. Any of the members of the Committee and any regular employee of
Mr. Osborne may be used to solicit proxies, and will not receive additional
compensation. Banks, brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward the soliciting material of the
Committee to their customers for whom they hold shares and the Committee will
reimburse them for their reasonable out-of-pocket expenses.
We have retained Beacon Hill Partners, Inc., 90 Broad Street, New York, New
York, 10004, to assist us in the solicitation of proxies. We have agreed to
pay Beacon Hill a fee of $12,500 and to reimburse it for its reasonable
out-of-pocket expenses. Approximately 25 people will be used by Beacon Hill
in its solicitation efforts.
10
<PAGE>
We anticipate that the Committee's total expenditures relating to the
solicitation will be approximately $50,000 (costs represented by salaries and
wages of regular employees of Mr. Osborne will not be included in the costs of
solicitation and we will not seek reimbursement for these costs); total
expenditures to date have been less than $10,000. The entire expense of
preparing, assembling, printing and mailing this Proxy Statement and related
materials and the cost of soliciting proxies for the nominees proposed by the
Committee will be borne by the Fund or Mr. Osborne in a manner to be determined
by Mr. Osborne. The Fund or Mr. Osborne will seek reimbursement from the
Company for those expenses and does not intend to seek stockholder approval for
such reimbursement at a subsequent meeting unless stockholder approval is
required under Nevada law.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
In order to be included in the Company proxy statement for the 1999 Annual
Meeting of Stockholders, any stockholder proposal to be presented at the 1999
Annual Meeting must be received in the office of the Secretary of the Company at
its principal executive offices by the date specified in the Company's proxy
statement for this year's Annual Meeting.
OTHER MATTERS
We are not aware of any other matters to be considered at the Annual
Meeting other than the election of directors and consideration of the proposal
to amend NuMED's By-laws to eliminate the classified Board of Directors.
However, if any other matters properly come before the meeting, the persons
named in the enclosed BLUE proxy card will have discretionary authority to vote
all proxies with respect to these matters in accordance with their judgment.
Sincerely,
November , 1998 THE COMMITTEE FOR A NEW NUMED
11
<PAGE>
APPENDIX A
On the date of this Proxy Statement, Richard M. Osborne, as the sole
Manager of the Fund, is the beneficial owner of 508,500 shares of NuMED common
stock, representing approximately 10.2% of the 4,966,620 shares outstanding
according to the most recently available filing by the Company with the
Securities and Exchange Commission. No other Committee nominee is a member
of the Fund.
Under the terms of the Fund's Operating Agreement, Mr. Osborne, as the sole
Manager, manages all day-to-day operations involving, and makes all decisions
concerning, the business and affairs of the Fund. Other than Mr. Osborne, the
members have no authority or power to bind the Fund, vote securities owned by
the Fund, make investment decisions for the Fund or dispose of any securities
held by the Fund. Each member has agreed, under the terms of the Operating
Agreement, to indemnify the Fund for any costs or damages incurred by the Fund
as a result of the exercise of any unauthorized authority by each such member.
Under Rule 13d-3 promulgated by the Securities and Exchange Commission, "a
beneficial owner of a security includes any person, who, directly or indirectly,
through any contract, arrangement, understanding, relationship, or otherwise has
or shares:
(1) Voting power which includes the power, to vote, or to direct the voting of,
such security, and/or
(2) Investment power which includes the power to dispose, or to direct the
disposition of, such security."
Because the members of the Fund, other than Mr. Osborne, lack any of the
requisite powers of beneficial ownership, they are not beneficial owners of the
shares owned by the Fund solely because of their investment as members in the
Fund.
The NuMED stock owned by the Fund was acquired for an aggregate purchase
price of approximately $594,575 with working capital of the Fund.
The following table lists all shares of NuMED stock purchased by the Fund
within the past two years, the dates on which the purchases were made and the
amount of the purchases. Neither the Fund nor Mr. Osborne sold any NuMED stock
during the two-year period.
<TABLE>
<CAPTION>
NUMBER OF SHARES DATE
---------------- ---------------
<S> <C>
9,000 11/13/96
10,000 11/15/96
40,000 11/18/96
10,000 11/21/96
31,000 11/25/96
A-1
<PAGE>
<CAPTION>
NUMBER OF SHARES DATE
---------------- ---------------
<S> <C>
30,000 11/27/96
25,000 12/04/96
10,000 12/05/96
30,000 12/06/96
45,000 12/09/96
15,000 12/12/96
25,000 12/13/96
15,000 12/16/96
15,000 12/17/96
30,000 12/18/96
50,000 01/22/97
34,500 03/11/97
10,500 03/12/97
5,000 03/31/97
45,000 04/01/97
13,500 10/14/97
10,000 10/31/97
</TABLE>
None of J. Michael Gorman, Gary A. Lyons, Louise B. Miller or Thomas J.
Smith has purchased or sold any shares of NuMED during the preceding two years.
Except as otherwise disclosed in this Appendix A, neither the Committee nor
any of its nominees nor any "associate" of any of them or any other person who
may be deemed a "participant" in this proxy solicitation is the beneficial or
record owner of any NuMED stock. Except as otherwise disclosed in this Appendix
A, neither the Committee nor any of its nominees nor any "associate" of any of
them or any other person who may be deemed a "participant" in this proxy
solicitation has purchased or sold any shares of the Company within the past two
years, borrowed any funds for the purpose of acquiring or holding any NuMED
stock or is or was within the past year a party to any contract or arrangement
or understanding with any person with respect to any NuMED stock. There has not
been any transaction since the beginning of the Company's last fiscal year, and
there is not currently any proposed transaction to which the Company is a party,
in which the Fund or any "associate" of the Committee or any of its nominees or
immediate family member of any of them or any other person who may be deemed a
"participant" in the proxy solicitation had or will have a direct material
interest.
A-2
<PAGE>
APPENDIX B
RESOLVED, that the By-laws of NuMED Home Health Care, Inc. (the "Company")
be amended as follows:
The provision(s) of Article IV of the By-laws of the Company which provide
for a classified Board of Directors shall be deleted in its/their entirety and
the following provisions shall be substituted in its/their place:
The number of directors who constitute the whole Board of Directors may be
fixed from time to time by resolution of the Board of Directors at a number
not less than three nor more than seven, but the number of directors may
only be reduced to the extent of vacant director positions. Each director
shall be elected for a term of one year and until his or her successor is
elected and qualified.
Notwithstanding anything to the contrary contained in the Company's
By-laws, the foregoing provision cannot be deleted or modified in any
respect, except by a majority of the votes cast at a duly called meeting
of the stockholders of the Company at which a quorum is present.
B-1
<PAGE>
IMPORTANT
Your vote is important. No matter how many or how few NuMED shares you own,
please vote FOR the Committee's nominees by signing, dating and mailing the
enclosed BLUE proxy card today. We urge you NOT to return any proxy cards sent
to you by the Board of Directors of the Company.
If you have already returned a Board of Directors' proxy card before receiving
this Proxy Statement, you have every right to change your vote by signing and
returning the enclosed BLUE proxy card. Only your latest dated properly executed
proxy will count at the Annual Meeting.
If you own your NuMED stock in the name of a brokerage firm, your broker cannot
vote your shares unless he or she receives your specific instructions. Please
sign, date and return the enclosed BLUE proxy card in the postage-paid envelope
that has been provided.
If you have any questions about how to vote your NuMED stock, please call our
proxy solicitor:
BEACON HILL PARTNERS
90 BROAD STREET
NEW YORK, NEW YORK 10004
TELEPHONE: 1-800-755-5001
<PAGE>
PROXY
NUMED HOME HEALTH CARE, INC.
ANNUAL MEETING OF STOCKHOLDERS
SOLICITED ON BEHALF PROXY SOLICITED IN
OF THE COMMITTEE FOR OPPOSITION TO THE
A NEW NUMED BOARD OF DIRECTORS
Unless otherwise specified, this proxy will be voted FOR Item 1 (election of
directors) and Item 2 (amendment to the By-laws of NuMED). This proxy will be
voted in the discretion of the proxies on such other matters as may properly
come before the meeting or any adjournment(s) or postponement(s) thereof.
1. Election of five new members of the Board of Directors.
The Committee for a New NuMED nominees are: Richard M. Osborne, J. Michael
Gorman, Thomas J. Smith, Louise B. Miller and Gary A. Lyons.
/ / FOR / / WITHHOLD
(Authority to vote for any nominee(s) may be withheld by lining through or
otherwise striking out the name of such nominee(s).)
2. Approval of the proposal to amend the By-laws of NuMED to eliminate the
classified board of directors and to provide that all directors be elected
annually for one year terms.
/ / FOR / / AGAINST / / ABSTAIN
This Proxy revokes all prior proxies and voting instructions.
THE COMMITTEE FOR A NEW NUMED RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
(CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE)
<PAGE>
The undersigned hereby appoints Richard M. Osborne, J. Michael Gorman and
Thomas J. Smith, or any one of them acting singly, with full power of
substitution, as proxies for the undersigned, to represent and vote, as
designated above, all common stock, $0.001 par value per share, of NuMED Home
Health Care, Inc. to which the undersigned is entitled to vote at the Annual
Meeting of the Stockholders of NuMED scheduled to be held on December 28, 1998,
and at any adjournment(s) or postponement(s) thereof, and revokes all prior
proxies with respect to the matters covered by this Proxy.
Date: ______________________, 1998
Signature: _______________________
Signature: _______________________
Title or Authority: ______________
(Please sign exactly as name
appears, indicating title or
representation capacity, where
applicable)
PLEASE SIGN, DATE AND MAIL YOUR PROXY TODAY
If you have any questions on voting, please call:
Beacon Hill Partners at 1-800-755-5001
