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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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NUMED HOME HEALTH CARE, INC.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
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(Title of Class of Securities)
67052T 20 1
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(CUSIP Number)
Martin H. Kaplan, Esq., Gusrae, Kaplan & Bruno,
120 Wall Street, New York 10005
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 8, 1996
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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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. / /
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
(Continued on following page(s))
Page 1 of 8 Pages
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SCHEDULE 13D
CUSIP No. 67052T 20 1 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON M.S. Farrell & Company,
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Inc.13-3529438
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2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /X/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF SHARES 7 SOLE VOTING
BENEFICIALLY OWNED POWER 445,843
BY EACH REPORTING --------------------------------------------------
PERSON WITH
8 SHARED VOTING
POWER 0
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9 SOLE DISPOSITIVE
POWER 445,843
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10 SHARED DISPOSITIVE
POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
445,843
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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)
9.01%
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14 TYPE OF REPORTING PERSON*
BD
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is the Common
Stock, par value $.001 per share (the "Common Stock"), of Numed Home Health
Care, Inc., a Nevada corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 2601 Jewel Road, Belleair Bluffs,
Florida 34640.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by M.S. Farrell & Company, Inc. ("MSF"), a
New York corporation, which is a broker-dealer registered with the National
Association of Securities Dealers, Inc. The principal office of MSF is
located at 67 Wall Street, New York, New York 10005.
During the past five years, MSF has not been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (b)
and, except as noted below, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result thereof was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
FLORIDA
On January 31, 1992, the Comptroller of the State of Florida, as the head
of Department of Banking and Finance (the "Department"), denied the
application for registration of MSF. Subsequently, on September 29, 1992, the
Comptroller of the State of Florida, as the head of Department, entered an
Order denying the registration of MSF based upon (i) the prior disciplinary
action taken against a former president, director and sole shareholder
(the"Control Person") of MSF and (ii) the fact that MSF did not file an
amendment to its original application disclosing the change of ownership of
MSF and the removal of the Control Person from his positions of director and
executive officer of MSF within 30 days of MSF's original application for
registration. On October 28, 1992, MSF filed a Notice of Administrative
Appeal with the First District Court of Appeal of the State of Florida to
request a review of the decision denying the registration of MSF.
Thereafter, on February 17, 1993, MSF filed a Notice of Voluntary Dismissal
on the appeal. On November 24, 1995, the Director of the Florida Department
of Banking and Finance entered an order granting a conditional broker-dealer
license to MSF. Said license is subject to the following conditions:
(a) For a period of one year from the date its registration is
granted by the Department, MSF agrees that it shall have no more
than fifteen person registered with the Department.
(b) For a period of one year from the date its registration is
granted by the Department, MSF agrees that it shall file no
applications with the Department to register any branch offices
in the State of Florida. After the expiration of this one year
period, MSF agrees that it shall only file an application with
the Department provided:
1. MSF or any person affiliated with MSF whose name has
appeared on a Schedule A amendment to the Form BD has not
been or is not the subject of any proceeding, action, or
complaint which must be disclosed on a Form BD and a
Form U-4; and,
2. The branch office for which MSF seeks registration will be
operated as an office of supervisory jurisdiction ("OSJ");
Page 3 of 8 Pages
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(c) MSF agrees that it shall offer for sale and sell only those
securities which are exempt from the provisions of Rule
3E-600.012(5), Florida Administrative Code. This condition shall
be construed to prohibit MSF from selling any "designated
securities" as that term is used in SEC Rule 15g-9 except for
unsolicited orders, provided MSF obtains a signed statement from
the customer within five business days that the trade was
unsolicited.;
(d) MSF and its Chief Executive Officer (the "CEO") agree that
the CEO and MSF's Compliance Director shall be actively involved
in maintaining the firm's compliance with the rules and
regulations of the states within which the firm is registered,
the NASD, and the SEC;
(e) MSF and the CEO agree that Douglas Frank Gass shall have no
direct or indirect involvement or responsibilities in the
management, supervision, director or control of MSF.
(f) MSF agrees that it and all persons acting on its behalf or
at its direction shall not engage in any prohibited business
practice as that term is defined in Rule 3E-600.013, Florida
Administrative Code; and
(g) MSF agrees to immediately report to the Department within
30 days, any complaint or action filed against MSF or against
any person presently or previously affiliated with MSF which
directly or indirectly involves activities in or affiliation
with the securities industry and which would be required
disclosure in response to question 7 of a Form BD and question
22 of a Form U-4.
IDAHO
On April 9, 1992, the Director of Finance, State of Idaho, entered an
Order denying the application for registration of MSF based upon (i) the
existence of such an order by the State of Florida, and (ii) the prior
disciplinary history of a former 14% shareholder of MSF. On August 25, 1993,
the Director of the Department of Finance entered an order denying the
effectiveness of MSF's re-application for registration based upon the same
grounds as the April 9, 1992 order and based upon the existence of the April
9, 1992 order. MSF filed a request for a hearing to appeal the August 25,
1993 order. On February 14, 1994, solely for administrative purposes, the
Director of the Department of Finance entered an order of denial amending the
August 25, 1994 order. Under reservation of right to appeal the February 14,
1994 order, a meeting was held between MSF and the Department of Finance on
May 24, 1994 to discuss the granting of conditional registration. On
February 16, 1995, the Director of the Department of Finance, State of Idaho,
entered and Order granting a conditional broker-dealer license to MSF. Said
license is subject to the following conditions:
1. MSF agreed to file with the Director of Finance a bond of a
surety company duly authorized to transact business in the State of
Idaho. Said bond to be in the sum of one hundred thousand dollars
($100,000.00) and conditioned upon faithful compliance with the
provisions of the Idaho Securities Act by MSF its agents and employees,
such that upon any failure to do so comply by MSF, its agents or
employees, the surety company shall be liable to any and all persons
who may suffer loss by reason thereof. Said surety bond will
substitute for the twenty-five thousand dollar ($25,000.00) surety bond
normally required of a broker-dealer registered in Idaho. This
continuous bond shall cover any claims against MSF or its agents for
activities that occurred during the three year period. After three
years, MSF may substitute a twenty-five thousand dollar ($25,000.00)
surety bond for purposes of its Idaho registration.
Page 4 of 8 Pages
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2. MSF agrees not to employ Douglas Gass (CRD #1344661) in any
capacity other than that of a sales agent of MSF.
3. MSF agrees not to allow Douglas Gass to hold more than a seven
point six percent (7.6%) ownership interest, directly or indirectly, in
MSF or its affiliates. Said requirement will be effective during the
duration of MSF's registration in Idaho.
4. MSF agrees not to register, or attempt to register, Douglas Gass
in any capacity in Idaho and to ensure that agent Gass does not
conduct and securities business with Idaho residents or entities
during his employment with MSF.
5. MSF agrees to designate, and identify to the Director, a principal
of the firm that will be directly responsible for the review and
approval of each securities transaction conducted with Idaho residents
or entities.
6. MSF agrees not to register more than five individuals as
salespersons in Idaho at any one time. Further, MSF agrees that only
principals of MSF may become registered as salespersons in Idaho.
7. MSF agrees not to solicit or complete transactions in "designated
securities" for Idaho accounts for a period of five years (5) from the
date of the Order.
8. But for those securities offerings addressed in the Order, MSF
agrees not to solicit or complete transactions in initial public
offerings (IPOs) for Idaho accounts. MSF may solicit Idaho residents
to participate in IPOs and secondary offerings that are approved for
listing, at the time of the trade, on the NASDAQ National Market
System, New York Stock Exchange or American Stock Exchange.
9. MSF agrees to conduct only agency transactions with Idaho
customers for a period of three years (3) from the date of the Order.
10. MSF agrees not to use unregistered individuals to introduce MSF
or its services in Idaho. MSF acknowledges that such activity would
first require Idaho registration of these individuals.
11. MSF agrees to a probationary period of two years. As such, any
significant disciplinary event during the two years after this order
is executed shall be grounds to terminate this agreement and reallege
the prior denial order. As used herein, significant disciplinary
event includes any arbitration award of settlement award to any one
customer in excess of fifty-thousand dollars ($50,000.00), or any
findings by a regulatory body that MSF or its agents violated state or
federal securities laws. This definition extends to any awards or
findings that occur after the two year period, but that relate to
conduct occurring during the two years after the execution of this
agreement.
MAINE
On or about April 25, 1994, the Securities Administrator of the State of
Maine entered an Order granting a conditional broker-dealer license to MSF.
Said license is subject to the following conditions:
Page 5 of 8 Pages
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1. For the first two years of license, MSF must provide the Maine
Securities Division (the "Division") with copies of all account
statements sent to its Maine customers;
2. For the first two years of license, MSF must provide notice and due
diligence materials, to the Division when a sales representative
recommends to a Maine customer the purchase of any stock (2) selling
for less than $5.00 per share and (b) not listed on the NYSE, the AMEX
or the NASDAQ NMS;
3. During the period of license, Douglas F. Gass nor any members of
his family may not directly or indirectly own more than 7.6% of the
voting stock of MSF, provided that their ownership may increase to 8.3%
of the voting stock if such increase occurs solely through the purchase
of stock by MSF (or its parent company) from other shareholders;
4. During the period of license, Douglas F. Gass may not have a
management or supervisory role with MSF; and
5. MSF may have only three (3) sales representatives licensed in Maine
for the first year of license. Said number of sales representatives
may increase to five (5) for the second year of license. Said
limitation does not include any sales representatives who join MSF
after the date of the Order, and who were licensed in Maine as sales
representatives of another firm.
NORTH DAKOTA
On November 12, 1994, the Securities Commissioner of the State of North
Dakota entered an Order denying the application for registration as a
broker-dealer of MSF based upon (i) the existence of such an Order by the
State of Florida, and (ii) the existence of such an Order by the State of
Idaho. On or about February 7, 1994, a hearing was held before the
Securities Commissioner of the State of North Dakota to review said Order of
Denial. Prior to the issuance of a ruling at said hearing, a settlement was
reached with the Securities Commissioner pursuant to which on March 11, 1994
the Securities Commissioner entered an Order granting the conditional
registration of MSF. The conditions to registration are as follows:
1. M.S. Farrell Holdings, Inc., MSF's parent company, shall not permit
Douglas F. Gass to become a majority shareholder;
2. Douglas F. Gass shall not act in any supervisory capacity on behalf
of MSF.
3. Douglas F. Gass shall not become an officer or director of MSF;
and
4. Failure of MSF to comply with the above-stipulated conditions
shall result in immediate revocation of MSF's dealer registration.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
There were no purchases made attendant to this filing. All sales are
reported in item 5.
Page 6 of 8 Pages
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ITEM 4. PURPOSE OF TRANSACTION
MSF acquired the shares of the Issuer's Common Stock for investment.
MSF does not have any present plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on
the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition or control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity security of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of May 15, 1996, the aggregate number and percentage of the
Common Stock of the Issuer beneficially owned by MSF is 445,843
shares, or 9.01%, respectively. MSF has the sole power to vote
or dispose of all of said shares.
The sales made within the past sixty (60) days which are the subject of
this report are listed as follows:
DATE PRICE QUANTITY NATURE OF TRANSACTION
5/6/96 2 3/4 100,000 NASDAQ/Small Cap (privately
negotiated block transaction)
5/8/96 3 1/4 10,000 NASDAQ/Small Cap
5/8/96 5 5/16 5,000 NASDAQ/Small Cap
5/8/96 3 5/16 5,000 NASDAQ/Small Cap
5/8/96 3 1/4 3,200 NASDAQ/Small Cap
5/8/96 3 3/8 2,500 NASDAQ/Small Cap
Page 7 of 8 Pages
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5/8/96 3 1/4 2,000 NASDAQ/Small Cap
5/8/96 3 1/4 2,000 NASDAQ/Small Cap
5/9/96 3 3/16 15,000 NASDAQ/Small Cap
5/9/96 5 5/16 5,000 NASDAQ/Small Cap
5/13/96 3 3/16 2,000 NASDAQ/Small Cap
5/14/96 3 3/16 20,000 NASDAQ/Small Cap
5/14/96 3 3/16 2,000 NASDAQ/Small Cap
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between MSF and any other person with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURES
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 accurate.
May 20, 1996 M.S. FARRELL & COMPANY, INC.
By:
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Edward Sita
Compliance Officer
Page 8 of 8 Pages
