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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. 8 )*
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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)
January 6, 1999
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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
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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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NUMBER OF 7 SOLE VOTING POWER
SHARES 583,500
BENEFICIALLY -----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
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REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
583,500
WITH -----------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
583,500
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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)
9.9%
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14 TYPE OF REPORTING PERSON*
OO
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Page 2 of 6 Pages
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CUSIP No. 67052T201
This Amendment No. 8 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").
Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended and supplemented as follows:
On November 12, 1998, the Committee for a New NuMED (the "Committee"), of
which Richard M. Osborne, the sole manager of the Fund, is a member, filed a
preliminary copy of its proxy statement in opposition to the Company's Board of
Directors with the Securities and Exchange Commission (the "SEC"). On November
17, 1998, the Company filed a lawsuit against the Fund captioned 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 is described in Amendment
No. 3 to the Fund's Schedule 13D filed with the SEC on November 24, 1998, and is
attached as Exhibit 7.4 to that Amendment. On December 14, 1998, the Fund filed
its answer to the Company's complaint denying liability and requesting that the
complaint be dismissed. On December 16, 1998, the Fund filed its Verified
Amended Answer and Counterclaim for Preliminary and Permanent Injunction. The
Fund's answer and counterclaim are described in Amendment No. 6 to the Fund's
Schedule 13D filed with the SEC on December 21, 1998, and are attached as
Exhibits 7.6 and 7.7 to that Amendment. On December 30, 1998, the United States
District Court held a hearing on the Fund's motion for preliminary injunction.
After the hearing, the Court issued an Order providing for the collection of
information relating to the case and enjoining the Company from taking any
actions outside of the ordinary course of business until further order of the
Court. The Court's order is described in Amendment No. 7 to the Fund's Schedule
13D filed with the SEC on December 31, 1998, and is attached as Exhibit 7.9 to
that Amendment.
On January 6, 1999, NuMED and the Fund reached an agreement to settle the
litigation. Pursuant to the Mediation and Settlement Agreement, the parties
agreed, among other things, as follows: (1) the Fund agreed to cause the
Committee to withdraw its proxy statement relating to the 1998 Annual Meeting of
NuMED's Stockholders scheduled to be held on January 28, 1999 (the "Annual
Meeting"); (2) NuMED's Board of Directors agreed to reduce the number of
directors from seven to six and amend the Company's By-laws to eliminate the
Board classifications prior to the Annual Meeting; (3) the Company agreed to
propose in its proxy statement a slate consisting of the following six
individuals for election at the Annual Meeting: Susan J. Carmichael, Thomas V.
Chema, J. Michael Gorman, Richard M. Osborne, Thomas J. Smith and Jugal K.
Taneja; (4) the parties agreed to vote all of their shares of NuMED in favor of
the foregoing slate of directors; (5) Mr. Taneja agreed not to vote the 744,680
shares of NuMED he received in connection with entering into a Termination,
Noncompetition and Mutual Release Agreement with the Company on November 23,
1998; (6) the Fund and the Company agreed to enter into a purchase agreement
pursuant to which the Fund would purchase 744,680 shares of stock from the
Company for $350,000 in cash; and (7) the parties agreed to enter into a
stand-still agreement on proxy fights through the Annual Stockholders' Meeting
to be held in 2000. The Mediation and Settlement Agreement is
Page 3 of 6 Pages
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CUSIP No. 67052T201
attached as Exhibit 7.10. On January 12, 1999, the parties filed a Stipulation
and Order of Dismissal dismissing both parties' claims with prejudice.
Mr. Osborne and the Fund continue to reserve the right to modify their
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 with the SEC on December 23, 1996.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 7.10 Mediation and Settlement Agreement dated January 6, 1999
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: January 15, 1999 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 7.10 Mediation and Settlement Agreement dated January 6, 1999
Page 6 of 6 Pages
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UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
NUMED HOME HEALTH CARE, INC. Case No. 98-2354-CIV-T-17F
Plaintiff,
vs.
TURKEY VULTURE FUND XIII, LTD.,
Defendant/Counterclaimant,
vs.
JUGAL K. TANEJA, et al.,
Counterclaim Defendants.
/
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MEDIATION AND SETTLEMENT AGREEMENT
The parties hereby agree as follows:
1. The Company shall propose in its proxy for the 1998 Annual
Shareholders Meeting: (i) a slate of the following six directors:
Jugal K. Taneja, Susan J. Carmichael, Thomas V. Chema, Richard M.
Osborne, J. Michael Gorman and Thomas J. Smith; (ii) the elimination of
the classified Board of Directors; and (iii) that the 1998 Annual
Shareholders Meeting of NuMed Home Health Care, Inc. shall be held on
January 28, 1999.
2. The parties agree to vote all their shares which are eligible to
vote in favor of the slate of Directors proposed in the Company's proxy.
3. Turkey Vulture Fund shall (i) provide a letter for inclusion in the
Company's proxy package regarding the withdrawal of their solicitation;
(ii) file a withdrawal of their proxy statement with the SEC concurrent
with the mailing of the Company's
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proxy statement; (iii) cause its three nominees to complete the
Company's Directors and Officers' Questionnaire prior to the filing of
the definitive proxy statement.
4. The parties agree to take all appropriate steps pursuant to
applicable law necessary to enter into a Stock Purchase Agreement for
the purchase of 744,680 shares of common stock in NuMed Home Health
Care, Inc. directly from the Company from its currently authorized but
unissued stock for $350,000.00 in cash with the closing to occur within
two days of the shareholders' approval.
5. The Board of Directors elected at the 1998 Annual Shareholders
Meeting shall appoint and the Company shall hire one of the big six
accounting firms to act as its auditor.
6. Turkey Vulture Fund and Jugal K. Taneja agree not to vote their
respective 744,680 shares at the 1998 Annual Shareholders Meeting.
7. The parties agree to take all appropriate steps pursuant to
applicable law necessary to enter into a standstill agreement on proxy
fights only through the year 2000 Annual Shareholders Meeting to be held
after March 31, 2000, pursuant to which the parties will agree that they
will not directly or indirectly, through representatives or otherwise,
solicit, negotiate with or in any manner, encourage, discuss, accept or
consider any proposal to engage in a proxy contest with the Company.
8. The parties shall each dismiss their claims with prejudice, each
party to bear its own fees and costs. The plaintiff shall pay one half
and the defendant shall pay one-half of all fees and expenses associated
with the mediation of this matter, except for the fees of each parties'
respective counsel which shall be paid separately by each party.
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DATED this 6th day of January, 1999.
NUMED HOME HEALTH CARE, INC.
By: /s/ Susan J. Carmichael
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Its: CEO, President
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/s/ Jugal K. Taneja
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JUGAL K. TANEJA
/s/ Susan J. Carmichael
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SUSAN J. CARMICHAEL
FOLEY & LARDNER ON BEHALF OF
THOMAS V. CHEMA AND ROBERT P.
OTTMAN, AS COUNTERCLAIM
DEFENDANTS
By: /s/ James M. Landis
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TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Its: Managing Member
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KOHRMAN, JACKSON & KRANTZ, P.L.L.
By: /s/ James B. Rosenthal
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/s/ James D. Eckert
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JAMES D. ECKERT
MEDIATOR
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