SEC Info - National Home Health Care Corp - ‘DEF 14A’ for 12/6/01

SEC Info℠

Home

Help

Please Sign In

National Home Health Care Corp – ‘DEF 14A’ for 12/6/01

On: Wednesday, 11/7/01 · For: 12/6/01 · Accession #: 910680-1-500623 · File #: 0-12927

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/07/01  National Home Health Care Corp    DEF 14A    12/06/01    1:57K                                    Troutman Sanders LLP

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Schedule 14A                                          29    102K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Employment and Related Agreements Executive Compensation Proxies
1	1st Page - Filing Submission
16	Executive Compensation
19	Employment and Related Agreements
22	Proxies

DEF 14A 1st Page of 29 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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, as amended

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[ ]    Preliminary Proxy Statement         [ ]     Confidential, for Use of the 
[X]    Definitive Proxy Statement                  Commission Only (as permitted
[ ]    Definitive Additional Materials             by Rule 14a-6(e)(2))         
[ ]    Soliciting Material Pursuant                                             
to Rule 14a-11(c) or Rule 14a-12                                  

National Home Health Care Corp. 
------------------------------------------------
(Name of Registrant as Specified in Its Charter)

 -----------------------------------------
(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)(4) and     
0-11.                                                         

 1.       Title of each class of securities to which transaction
applies:                                    

       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:     

DEF 14A 2nd Page of 29 TOC 1st Previous Next ↓Bottom Just 2nd
5.       Total fee paid:                                      

[ ]      Fee paid previously with preliminary materials.                        

[ ]      Check box if any part 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:                                        

4.       Date Filed:                                          

DEF 14A 3rd Page of 29 TOC 1st Previous Next ↓Bottom Just 3rd
 NATIONAL HOME HEALTH CARE CORP.
 700 White Plains Road
 Scarsdale, New York 10583

 ---------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on December 6, 2001

 ---------------

TO THE STOCKHOLDERS OF NATIONAL HOME HEALTH CARE CORP.:                         

     The annual meeting of stockholders (the "Meeting") of National Home
Health Care Corp. (the "Company") will be held at 219 Main Street, Eastchester, 
New York 10709, at 10:30 A.M., local time, on Thursday, December 6, 2001, for   
the following purposes:                                                         

      (1)      To elect five directors of the Company to hold office until
           the next annual meeting of stockholders and until their
          successors shall have been duly elected and qualified;

        (2)      To ratify and approve the appointment of BDO Seidman, LLP, as
             independent certified accountants for the Company for the
fiscal year ending July 31, 2002; and       

       (3)      To consider and transact such other business as may properly
       come before the Meeting or any adjournment thereof.

        A proxy statement, form of proxy and the annual report to stockholders
of the Company for the Company's fiscal year ended July 31, 2001 are enclosed   
herewith. Only holders of record of common stock of the Company at the close of 
business on November 6, 2001 will be entitled to notice of, and to vote at, the 
Meeting and any adjournments thereof.                                           

                                             By Order of the Board of Directors,

                        Steven Fialkow
                   Secretary

Scarsdale, New York                                                             
November 7, 2001                                                                

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT     
EXPECT TO BE PRESENT, PLEASE DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN
IT PROMPTLY USING THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.                                                                  

DEF 14A 4th Page of 29 TOC 1st Previous Next ↓Bottom Just 4th
 NATIONAL HOME HEALTH CARE CORP.
 700 White Plains Road
 Scarsdale, New York 10583

------------------------
 PROXY STATEMENT
------------------------

       This Proxy Statement is furnished to the holders of Common Stock, par
value $.001 per share ("Common Stock"), of National Home Health Care Corp. (the 
"Company") in connection with the solicitation by and on behalf of its board of 
directors (the "Board of Directors") of proxies ("Proxy" or "Proxies") for use  
at the 2001 Annual Meeting of Stockholders (the "Meeting") to be held on        
Thursday, December 6, 2001, at 10:30 A.M., local time, at 219 Main Street,      
Eastchester, New York 10709, and at any adjournments thereof, for the purposes  
set forth in the accompanying Notice of Annual Meeting of Stockholders. The cost
of preparing, assembling and mailing the Notice of Annual Meeting of            
Stockholders, this Proxy Statement, Proxies and annual reports is to be borne by
the Company. The Company also will reimburse brokers who are holders of record  
of Common Stock for their expenses in forwarding Proxies and Proxy soliciting   
material to the beneficial owners of such shares. In addition to the use of     
mail, Proxies may be solicited without extra compensation by directors, officers
and employees of the Company by telephone, telecopy, telegraph or personal      
interview.                                                                      

         The principal executive offices of the Company are located at 700 White
Plains Road, Scarsdale, New York 10583. This Proxy Statement and the            
accompanying form of Proxy are being mailed on or about November 7, 2001.       

         A Proxy may be revoked by a stockholder at any time before its exercise
by filing with Steven Fialkow, the Secretary of the Company, at the address set 
forth above, an instrument of revocation or a duly executed Proxy bearing a     
later date, or by attending the Meeting and electing to vote in person.         
Attending the Meeting will not, in and of itself, constitute revocation of a    
Proxy. Properly executed proxies will be voted in accordance with instructions  
given by stockholders at the places provided for such purpose in the            
accompanying form of Proxy. Otherwise specified, the shares represented by such 
Proxies will be voted for the election of the five nominees for directorship    
named herein and in favor of the proposal set forth in the accompanying Notice  
of Annual Meeting of Stockholders and described herein.                         

 VOTING SECURITIES

       The close of business on November 6, 2001 has been fixed by the Board
of Directors as the record date (the "Record Date") for the determination of    
stockholders entitled to notice of, and to vote at, the Meeting and any         
adjournment thereof. As of the Record Date, there were 5,201,251 shares of      
Common Stock, issued and outstanding. Each holder of Common Stock is entitled to
one vote for each share held by such holder. The presence, in person or by      
proxy, of the holders of a majority of the outstanding shares of Common Stock is
necessary to constitute a                                                       

DEF 14A 5th Page of 29 TOC 1st Previous Next ↓Bottom Just 5th
quorum at the Meeting. Proxies submitted which contain abstentions or broker    
non-votes will be deemed present at the Meeting in determining the presence of a
quorum.                                                                         

      Shares of Common Stock that are voted to abstain with respect to any
matter will be considered cast with respect to that matter. Shares subject to   
broker non-votes with respect to any matter will not be considered cast with    
respect to that matter.                                                         

PROPOSAL 1
 ELECTION OF DIRECTORS

       At the Meeting, stockholders will elect five directors to serve until
the next annual meeting of stockholders and until their respective successors   
are elected and qualified. Unless otherwise directed, the persons named in the  
Proxy intend to cast all Proxies received for the election of Frederick H.      
Fialkow, Steven Fialkow, Ira Greifer, M.D., Bernard Levine, M.D. and Robert C.  
Pordy, M.D. to serve as directors upon their nomination at the Meeting. All     
nominees currently serve on the Board of Directors and their terms expire at the
Meeting. Each nominee has advised the Company of his willingness to serve as a  
director of the Company. In case any nominee should become unavailable for      
election to the Board of Directors for any reason, the persons named in the     
Proxies have discretionary authority to vote the Proxies for one or more        
alternative nominees who will be designated by the Board of Directors.          

DIRECTORS AND EXECUTIVE OFFICERS                                                

   The following table sets forth certain information concerning the
nominees for director and the executive officers of the Company:                

                                                        [Enlarge/Download Table]

                                            YEAR FIRST                                                     
                                            ELECTED OR                                                     
                                            APPOINTED            PRESENT POSITION                          
           NAME                    AGE       DIRECTOR            WITH THE COMPANY                          
---------------------------------------------------------------------------------------------------        
                                                                                                           
Frederick H. Fialkow                70          1985             Chairman of the Board of Directors        

Bernard Levine, M.D.                73          1983             Director                                  

Steven Fialkow                      42          1991             President, Chief Executive Officer,       
                                                                 Secretary and Director                    

Ira Greifer, M.D.                   70          1983             Director                                  

Robert C. Pordy, M.D.               44          1995             Director                                  

                                                 -2-                                                       

DEF 14A 6th Page of 29 TOC 1st Previous Next ↓Bottom Just 6th
Robert P. Heller                    40            --             Vice President of Finance, Chief Financial
                                                                 Officer and Treasurer                     

Richard Garofalo                    50            --             President of Health Acquisition Corp.     

        All directors of the Company hold office until the next annual meeting
of stockholders and until their successors have been elected and qualified. The 
executive officers of the Company are elected by the Board of Directors at the  
first meeting after each annual meeting of the Company's stockholders and hold  
office until their death, resignation or removal from office.                   

INFORMATION ABOUT NOMINEES FOR DIRECTORSHIP                                     

        The following is a brief summary of the background of each nominee for
directorship:                                                                   

        FREDERICK H. FIALKOW has been Chairman of the Board of Directors since
February 1988, and was Chief Executive Officer from February 1988 until December
1999 and President from February 1988 until October 1997. He has been a director
of the Company since April 1985. Frederick H. Fialkow is the father of Steven   
Fialkow.                                                                        

    BERNARD LEVINE, M.D. has been a director of the Company since July
1983. For more than 20 years he has been a Professor of Internal Medicine at New
York University School of Medicine with a sub-specialty in allergy and          
immunology. Dr. Levine devotes a portion of his time as a private consultant to 
the health care industry.                                                       

        STEVEN FIALKOW has been a director of the Company since December 1991,
and has served as Secretary since September 1995, as President since October    
1997 and as Chief Executive Officer since December 1999. He served as Chief     
Operating Officer from October 1997 until December 1999, and as Executive Vice  
President of New England Home Care, Inc. from August 1995 until October 1997. He
also served as Executive Vice President of Health Acquisition Corp., a          
wholly-owned subsidiary of the Company ("Health Acquisition") from May 1994     
until August 1995, as President of National HMO (New York), Inc. from April 1989
until April 1994 and as Vice President of National HMO (New York), Inc. from    
August 1984 until March 1989. Steven Fialkow is a certified public accountant.  
He is the son of Frederick H. Fialkow.                                          

       IRA GREIFER, M.D. has been a director of the Company since July 1983.
He has been a Professor and Director of Pediatrics at the Children's Kidney     
Center of the Montefiore Medical Center - Albert Einstein College of Medicine   
since 1966. He also is the President of National Kidney Foundation of New       
York/New Jersey, Inc., a not-for-profit organization with programs in the areas 
of research on kidney and related diseases, public and patient educational      
services and professional education.                                            

-3- 

DEF 14A 7th Page of 29 TOC 1st Previous Next ↓Bottom Just 7th
         ROBERT C. PORDY, M.D. has been a director of the Company since December
1995. Since April 1993, Dr. Pordy has served as Director of International       
Cardiovascular Clinical Research at Hoffman-La Roche Inc., a biopharmaceutical  
company.                                                                        

INFORMATION ABOUT NON-DIRECTOR EXECUTIVE OFFICERS                               

      RICHARD GAROFALO has served as President of Health Acquisition since
January 1988.                                                                   

     ROBERT P. HELLER, a certified public accountant, has served as Vice
President of Finance, Chief Financial Officer and Treasurer of the Company since
March 1989. Prior thereto, he was an accountant with Richard A. Eisner &        
Company, LLP, a firm of certified public accountants.                           

MEETINGS OF THE BOARD OF DIRECTORS AND OF COMMITTEES                            

        The Board of Directors held five meetings during the fiscal year ended
July 31, 2001 ("Fiscal 2001"). Each director attended (i) all of the meetings of
the Board of Directors during Fiscal 2001 and (ii) all of the meetings of all   
the committees of the Board of Directors on which he served during Fiscal 2001. 

    The Company's compensation committee is currently composed of Drs.
Greifer and Levine. The function of the compensation committee is to review and 
recommend to the Board of Directors policies, practices and procedures relating 
to compensation of key employees and to administer employee benefit plans. The  
compensation committee held one meeting during Fiscal 2001; in addition, its    
members met informally from time to time.                                       

     The Company's audit committee is currently composed of Drs. Levine,
Pordy and Greifer, each of whom meets the independence requirements for audit   
committee members under the listing standards of the Nasdaq National Market     
("Nasdaq"), on which the Common Stock is quoted. The function of the audit      
committee is to make recommendations concerning the selection each year of      
independent auditors of the Company, to review the effectiveness of the         
Company's internal accounting methods and procedures and to determine through   
discussions with the independent auditors whether any instructions or           
limitations have been placed upon them in connection with the scope of their    
audit or its implementation. The specific functions and responsibilities of the 
audit committee are set forth in its written charter, adopted by the Board of   
Directors, which is attached as Appendix A to this Proxy Statement. The audit   
committee reviews and reassesses its charter annually and recommends any changes
to the Board of Directors for approval. A report of the audit committee follows.
The audit committee held four meetings during Fiscal 2001; in addition, its     
members met informally from time to time.                                       

AUDIT COMMITTEE REPORT                                                          

        The audit committee oversees the Company's financial reporting process
on behalf of the Board of Directors. Management has the primary responsibility  
for the financial statements and                                                

-4- 

DEF 14A 8th Page of 29 TOC 1st Previous Next ↓Bottom Just 8th
the reporting process, including the systems of internal controls. In fulfilling
its oversight responsibilities, the audit committee reviewed the audited        
financial statements included in the Company's annual report on Form 10-K for   
Fiscal 2001 with management, including a discussion of the quality, and not just
the acceptability, of the accounting principles, the reasonableness of          
significant judgments, and the clarity of disclosures in the financial          
statements.                                                                     

       The audit committee reviewed with the Company's independent auditors,
who are responsible for expressing an opinion on the conformity of those audited
financial statements to generally accepted accounting principles, their         
judgments as to the quality, and not just the acceptability, of the Company's   
accounting principles and such other matters as are required to be discussed    
with the audit committee under generally accepted auditing standards. In        
addition, the audit committee has discussed with the independent auditors the   
auditors' independence from management and the Company including the matters in 
the written disclosures required by the Independence Standards Board. The audit 
committee discussed the fact that there were no non-audit services provided by  
the independent auditors during Fiscal 2001.                                    

       The audit committee discussed with the Company's independent auditors
the overall scope and plans for their audit. The audit committee meets with the 
Company's independent auditors, with and without management present, to discuss 
the results of their examinations, their evaluations of the Company's internal  
controls, and the overall quality of the Company's financial reporting.         

         In reliance on the reviews and discussions referred to above, the audit
committee recommended to the Board of Directors (and the Board of Directors has 
approved) that the audited financial statements be included in the Company's    
annual report on Form 10-K for Fiscal 2001 for filing with the Securities and   
Exchange Commission (the "SEC"). The audit committee and the Board of Directors 
have also recommended, subject to stockholder approval, the selection of BDO    
Seidman, LLP ("BDO") as the Company's independent auditors for the fiscal year  
ending July 31, 2002.                                                           

Audit Fees                                                    
----------                                                    

        For Fiscal 2001, fees for services provided by Holtz Rubenstein & Co.,
LLP, the Company's prior independent auditors ("Holtz Rubenstein"), were $9,600,
and fees for services provided by BDO were $72,500.                             

Other Fees                                                    
----------                                                    

    Fees for services provided by BDO in connection with the Company's
401(k) plan were $6,500. The audit committee determined that the provision of   
such services was compatible with maintaining BDO's independence.               

-5- 

DEF 14A 9th Page of 29 TOC 1st Previous Next ↓Bottom Just 9th
                                                     Bernard Levine, M.D., Chair
                                           Ira Greifer, M.D.
                                               Robert C. Pordy, M.D.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

    Under section 16(a) of the Securities Act of 1934, as amended, the
Company's directors and executive officers, and persons who own more than ten   
percent (10%) of the Common Stock, are required to file with the SEC initial    
reports of ownership and reports of changes in ownership of the Common Stock and
other equity securities of the Company. To the Company's knowledge, based solely
on a review of the copies of such reports furnished to the Company during and/or
with respect to Fiscal 2001, there were no late or delinquent filings.          

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

      The members of the Company's compensation committee are Drs. Greifer
and Levine, both of whom are non-employee directors. No member of the           
compensation committee has a relationship that would constitute an interlocking 
relationship with executive officers or directors of another entity.            

-6- 

DEF 14A 10th Page of 29 TOC 1st Previous Next ↓Bottom Just 10th
PERFORMANCE GRAPH                                                               

         The following graph compares the cumulative return to holders of Common
Stock for the five year ended July 31, 2001 with the National Association of    
Securities Dealers Automated Quotation System Market Index and an SIC group     
index for the same period. The comparison assumes $100 was invested at the close
of business on July 31, 1996 in the Common Stock and in each of the comparison  
groups, and assumes reinvestment of dividends. The Company paid no cash         
dividends during the periods.                                                   

                                                        [Enlarge/Download Table]

                TOTAL STOCKHOLDERS RETURNS - DIVIDENDS REINVESTED                                         
                -------------------------------------------------                                         
                            ANNUAL RETURN PERCENTAGE                                                      

                                                                        Years   Ending                    

                                                          July      July        July      July     July   
COMPANY NAME/INDEX                                        1997      1998        1999      2000     2001   
                                                          ----      ----        ----      ----     ----   

                                                                                                          
NATIONAL HOME HEALTH CARE                                   -9.46    -12.07      -12.14     17.07   115.60

NASDAQ US INDEX                                             47.49     17.48       40.92     42.77   -46.19

PEER GROUP (1)                                              22.49     -1.43       40.24      4.34    23.16

                                 INDEXED RETURNS                                                          

                                                                     Years Ending                         

                                               Base                                                       
                                              Period                                                      
COMPANY NAME/INDEX                             July        July     July       July      July      July   
                                               1996        1997     1998       1999      2000      2001   
                                               ----        ----     ----       ----      ----      ----   

NATIONAL HOME HEALTH CARE                       100          90.54    79.61      69.94     81.88    176.54

NASDAQ US INDEX                                 100         147.49   173.27     244.17    348.60    187.59

PEER GROUP (1)                                  100         122.49   120.73     169.32    176.67    217.58

----------------------------------                                                                        

(1) The peer group selected by the Company includes those companies within the  
Company's Standard Industrial Code ("SIC") of "home health care services". The  
companies which comprise the SIC group are Almost Family Inc., Amedisys Inc.,   
Apria Healthcare Group, ATC Healthcare Inc., Cancer Treatment Holding,          
Carecentric Inc., Community Care Services Inc., Coram Healthcare Corp., DYNACQ  
International Inc., Help At Home Inc., Home                                     

-7- 

DEF 14A 11th Page of 29 TOC 1st Previous Next ↓Bottom Just 11th
Health Corp. of America Inc., Hooper Holmes Inc., Hospital Staffing Services    
Inc., Housecall Medical Resources Inc., In Home Health Inc., Infu-Tech Inc.,    
Interwest Home Medical Inc., Matria Healthcare Inc., New York Health Care Inc., 
Numed Home Health Care Inc., Option Care Inc., Pediatric Services of America    
Inc., PHC Inc./MA - CL A, Simione Central Holdings Inc. and Staff Builders Inc. 

 REPORT OF THE COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION

OVERVIEW AND PHILOSOPHY                                                         

 The compensation committee is composed entirely of non-employee
directors and is responsible for developing and making recommendations to the   
Board of Directors with respect to the Company's executive compensation         
policies. In addition, the compensation committee, pursuant to authority        
delegated thereto by the Board of Directors, determines the compensation to be  
paid to the Company's chief executive officer and each other executive officer  
of the Company.                                                                 

        The objectives of the Company's executive compensation program are to:

       *        Support the achievement of desired Company
performance               

              *        Provide compensation that will attract and retain
            superior talent and reward performance

 The executive compensation program provides an overall level of
compensation opportunity that is competitive within the health care industry, as
well as with a broader group of companies of comparable size and complexity.    

EXECUTIVE OFFICER COMPENSATION PROGRAM                                          

      The Company's executive officer compensation program is comprised of
base salary, annual cash incentive compensation, long-term incentive            
compensation in the form of stock options, specific performance-based bonuses   
and various benefits, including medical and pension plans generally available to
employees of the Company. Since the employment agreements entered into between  
the Company and its executive officers in 1997 (except with respect to Mr.      
Frederick H. Fialkow, with whom the Company entered into an Amended and Restated
Employment Agreement dated as of December 1, 1998), amendments have been made to
the compensation arrangements of Messrs. Frederick Fialkow, Steven Fialkow,     
Garofalo and Heller. See "Executive Compensation--Employment and Related        
Agreements."                                                                    

BASE SALARY                                                                     

Base salary levels for the Company's executive officers are   
competitively set relative to companies in the health care industry. In         
determining salaries, the compensation committee also                           

-8- 

DEF 14A 12th Page of 29 TOC 1st Previous Next ↓Bottom Just 12th
takes into account individual experience and performance and specific issues    
particular to the Company.                                                      

STOCK OPTION PROGRAM                                                            

        The stock option program is the Company's long-term incentive plan for
providing an incentive to key employees (including directors and officers who   
are key employees) and to directors who are not employees of the Company.       

1992 AND 1999 STOCK OPTION PLANS                                                

 The 1992 and 1999 Stock Option Plans authorize the compensation
committee to award key executives stock options. The 1992 Stock Option Plan has 
been exhausted as to shares of Common Stock available for grant thereunder.     
Options granted under the 1999 Stock Option Plan may be granted containing terms
determined by the compensation committee, including exercise period and price;  
provided, however, that such plan requires that the exercise price may not be   
less than the fair market value of the Common Stock on the date of the grant and
that the exercise period may not exceed ten years, subject to further           
limitations.                                                                    

BENEFITS                                                                        

         The Company provides to executive officers medical and pension benefits
that generally are available to Company employees. The amount of perquisites, as
determined in accordance with the rules of the SEC relating to executive        
compensation, did not exceed 10% of salary for Fiscal 2001.                     

BONUS                                                                           

        Following consultations with its financial advisor and in light of the
compensation committee's satisfaction with the performance of management, the   
Company provides to certain executive officers bonuses based on performance     
and/or a change of control of the Company.                                      

CHIEF EXECUTIVE OFFICER COMPENSATION                                            

       During Fiscal 2001, the compensation committee discussed amending the
employment agreement of Mr. Steven Fialkow, who became the Company's Chief      
Executive Officer in December 1999. Mr. Fialkow's employment agreement became   
effective as of November 1, 1997, and will expire on October 31, 2002. After    
acknowledgment of the achievements and performance of Mr. Fialkow, the          
compensation committee authorized the Company to enter into an amendment to Mr. 
Fialkow's employment agreement. The employment agreement as amended to date is  
described under the caption "Executive Compensation--Employment and Related     
Agreements." The only material change to Mr. Fialkow's employment compensation  
terms in the Fiscal 2001 amendment was the increase of the annual bonus to be   
paid to him from                                                                

-9- 

DEF 14A 13th Page of 29 TOC 1st Previous Next ↓Bottom Just 13th
three to four percent of the amount by which the income from operations for any 
fiscal year exceeds $3,300,000. In making the foregoing decision, the           
compensation committee specifically considered the Company's recent revenue and 
earnings performance in the context of the very difficult time for the Company's
industry, as well as the increased risk of loss of qualified management         
personnel.                                                                      

                       Ira Greifer, M.D.
                          Bernard Levine, M.D.

                                           Members of the Compensation Committee

STANDARD REMUNERATION OF DIRECTORS                                              

        The Company's non-employee directors are paid a fee of $3,500 for each
meeting of the Board of Directors attended.                                     

-10-

DEF 14A 14th Page of 29 TOC 1st Previous Next ↓Bottom Just 14th
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

  The following table sets forth certain information regarding the
beneficial ownership of Common Stock at November 2, 2001 by (i) each person or  
group known by the Company to be the beneficial owner of more than 5% of the    
issued and outstanding shares of Common Stock; (ii) each nominee for            
directorship; (iii) each of the executive officers named in the Summary         
Compensation Table herein under "Executive Compensation;" and (iv) all directors
and executive officers of the Company as a group:                               

                           AMOUNT AND NATURE
NAME AND ADDRESS                       OF BENEFICIAL              
       OF BENEFICIAL OWNER                     OWNERSHIP (1)    PERCENT OF CLASS
       -------------------                    -------------     ----------------
  Frederick H. Fialkow                      1,893,537 (2)        35.3%
700 White Plains Road                                             
Scarsdale, NY 10583                                               

  Bernard Levine, M.D.                       766,338 (3)         14.7%
210 Riverside Drive                                               
New York, NY  10025                                               

 Steven Fialkow                             181,497 (4)         3.4%
700 White Plains Road                                             
Scarsdale, NY 10583                                               

Ira Greifer, M.D.                          51,106 (5)            *
150 Executive Drive                                               
Manhasset, NY 11040                                               

Robert C. Pordy, M.D.                       6,397 (6)            *
140 East 72nd Street                                              
New York, NY 10021                                                

 Richard Garofalo                           61,013 (7)          1.2%
99 Rustic Avenue                                                  
Medford, NY 11763                                                 

 Robert P. Heller                           67,824 (8)          1.3%
617 Fir Court                                                     
Norwood, NJ 07648                                                 

 Trafalgar Management                       447,092 (9)         8.6%
N.V.1-7 Willenstad                                                
Curacao, Netherlands Antilles                                     

 Heartland Advisors, Inc. and William J.   395,000 (10)         7.6%
Nasgovitz                                                         
790 North Milwaukee Street                                        
Milwaukee, WI 53202                                               

  All executive officers and directors     3,027,712 (11)        53.7%
as a group (7 persons)                                            
------------------------------------                                            
*        Less than 1%.                                                          

-11-

DEF 14A 15th Page of 29 TOC 1st Previous Next ↓Bottom Just 15th
(1)     Includes, where indicated, shares allocated to certain individuals    
     under the Company's Savings and Stock Investment Plan (the "Savings
       Plan") as of September 30, 2001. Under the terms of the Savings Plan,
        if a participant fails to give timely instructions as to the voting of
        shares of Common Stock held in a participant's account, the trustee of
       the Plan will vote such shares in the same proportion as it votes all
         of the shares for which such trustee receives instructions. The amounts
 of shares of Common Stock give effect to the Company's 5% stock
dividend effective March 23, 2001.                            

(2)      Does not include 573 shares of Common Stock owned by Mr. Fialkow's     
      wife, as to which shares Mr. Fialkow disclaims beneficial ownership.
        Includes 81,668 and 78,750 shares of Common Stock that may be acquired
       pursuant to currently exercisable options granted under the Company's
     1992 Stock Option Plan (the "1992 Plan") and 1999 Stock Option Plan
(the "1999 Plan"), respectively, 71,321 shares of Common Stock
        allocated to Mr. Fialkow's account under the Savings Plan, and 420,679
      shares of Common Stock held by a family limited partnership of which
Mr. Fialkow is the sole general manager.                      

(3)      Includes 5,250 shares of Common Stock that may be acquired pursuant to 
currently exercisable options granted under the 1992 Plan.    

(4)      Represents 67,985 and 78,750 shares of Common Stock that may be        
      acquired pursuant to currently exercisable options granted under the
    1992 Plan and 1999 Plan, respectively, and 34,762 shares of Common
  Stock allocated to Mr. Fialkow's account under the Savings Plan.

(5)      Includes 5,250 shares of Common Stock that may be acquired pursuant to 
currently exercisable options granted under the 1992 Plan.    

(6)      Includes 5,250 shares of Common Stock that may be acquired pursuant to 
currently exercisable options granted under the 1992 Plan.    

(7)      Includes 31,000 and 26,250 shares of Common Stock that may be acquired 
       pursuant to currently exercisable options granted under the 1992 Plan
         and 1999 Plan, respectively, and 2,043 shares of Common Stock allocated
to Mr. Garofalo's account under the Savings Plan.             

(8)      Includes 26,834 and 26,250 shares of Common Stock that may be acquired 
       pursuant to currently exercisable options granted under the 1992 Plan
and 1999 Plan, respectively, and 13,270 shares of Common Stock
allocated to Mr. Heller's account under the Savings Plan.     

(9)      The amount and nature of beneficial ownership of these shares of Common
      Stock by Trafalgar Management, N.V. ("Trafalgar") is based solely on
        the records of the Company's transfer agent, American Stock Transfer &
  Trust Company. Trafalgar has the power to vote, direct the vote,
      dispose of, or direct the disposition of, these shares. The Board of
        Directors has no independent knowledge of the accuracy or completeness
        of the information set forth by such transfer agent, but has no reason
to believe that such information is not complete or accurate. 

(10)     The amount and nature of beneficial ownership of these shares of Common
       Stock by Heartland Advisors, Inc. is based solely on the Schedule 13G
       filing as submitted thereby. The Company has no independent knowledge
      of the accuracy or completeness of the information set forth in such
         Schedule 13G filing, but has no reason to believe that such information
is not complete or accurate.                                  

(11)     Includes 223,237 and 210,000 shares of Common Stock that may be        
      acquired pursuant to currently exercisable options granted under the
     1992 Plan and 1999 Plan, respectively, and 121,396 shares of Common
Stock allocated under the Savings Plan.                       

-12-

DEF 14A 16th Page of 29 TOC 1st Previous Next ↓Bottom Just 16th
EXECUTIVE COMPENSATION                                                          

      The following table sets forth information concerning the annual and
long term compensation during the Company's last three fiscal years of the      
Company's Chief Executive Officer and other most highly compensated executive   
officers of the Company, whose salary and bonus for Fiscal 2001 exceeded, in the
aggregate, $100,000, for services rendered in all capacities to the Company and 
its subsidiaries:                                                               

                                                        [Enlarge/Download Table]

                                                                     LONG-TERM                          
                                          ANNUAL COMPENSATION       COMPENSATION                        
                                          -------------------       ------------                        
                                                                     SECURITIES                         
NAME AND PRINCIPAL              FISCAL                               UNDERLYING            ALL OTHER    
POSITION                         YEAR    SALARY ($)    BONUS ($)      OPTIONS (#)(1)    COMPENSATION ($)
---------------------------      ----    ----------  ----------     -------------       ----------------
                                                                                                        
Frederick H. Fialkow                                                                                    
   Chairman of the Board of       2001  $305,000      $234,783 (2)              0           $12,483 (6) 
   Directors                      2000   305,000       135,784 (3)         78,750            11,991 (7) 
                                  1999   298,333        44,765 (4)         81,668 (5)        83,071 (8) 
Steven Fialkow                                                                                          
   President, Chief Executive                                                                           
   Officer and Secretary          2001   265,000       151,508                  0            12,509 (10)
                                  2000   220,277        34,915             78,750            12,138 (11)
                                  1999   172,674            --             36,484 (9)        52,436 (12)
Robert P. Heller                                                                                        
   Vice President of Finance,     2001   160,000        40,377                  0            12,847 (14)
   Chief Financial Officer and    2000   140,000        14,138             26,250            12,030 (15)
   Treasurer                      1999   138,338            --             16,339 (13)       28,738 (16)

Richard Garofalo                                                                                        
   President of                   2001   235,000        37,877                  0            12,891 (18)
   Health Acquisition Corp.       2000   235,000         5,819             26,250            12,035 (19)
                                  1999   157,500        53,144             22,288 (17)       36,636 (20)
--------------------                                                                                    

                                          -13-

DEF 14A 17th Page of 29 TOC 1st Previous Next ↓Bottom Just 17th
(1)      The amounts of shares of Common Stock give effect to the Company's 5%  
stock dividend effective March 23, 2001.                      

(2)      Includes payment of $62,639 for the compounded cost of living increase 
       in salary compensation pursuant to Mr. Fialkow's employment agreement
with the Company.                                             

(3)      Includes payment of $51,585 for the compounded cost of living increase 
       in salary compensation pursuant to Mr. Fialkow's employment agreement
with the Company.                                             

(4)      Represents payment for the compounded cost of living increase in salary
      compensation pursuant to Mr. Fialkow's employment agreement with the
Company.                                                      

(5)      This option was granted to Mr. Fialkow on April 27, 1999,              
       simultaneously with the repurchase by the Company from Mr. Fialkow of
an option to purchase up to 81,885 shares of Common Stock.    

(6)      Represents $5,683 paid to Mr. Fialkow as health insurance coverage and 
     $6,800 representing the Company's matching contribution as deferred
       compensation under the Savings Plan pursuant to Section 401(k) of the
Internal Revenue Code of 1986, as amended (the "Code").       

(7)      Represents $5,191 paid to Mr. Fialkow as health insurance coverage and 
     $6,800 representing the Company's matching contribution as deferred
       compensation under the Savings Plan pursuant to Section 401(k) of the
Code.                                                         

(8)      Represents $5,031 paid to Mr. Fialkow as health insurance coverage,    
     $6,800 representing the Company's matching contribution as deferred
       compensation under the Savings Plan pursuant to Section 401(k) of the
         Code, and $71,240 representing the difference ($0.87 per share) between
       the price paid by the Company to Mr. Fialkow for the repurchase of an
        option to purchase 81,885 shares of Common Stock ($3.50 per share) and
the exercise price of such option ($2.63 per share).          

(9)      This option was granted to Mr. Fialkow on April 27, 1999,              
       simultaneously with the repurchase by the Company from Mr. Fialkow of
an option to purchase up to 36,581 shares of Common Stock.    

(10)     Represents $5,709 paid to Mr. Fialkow as health insurance coverage and 
     $6,800 representing the Company's matching contribution as deferred
       compensation under the Savings Plan pursuant to Section 401(k) of the
Code.                                                         

(11)     Represents $5,338 paid to Mr. Fialkow as health insurance coverage and 
     $6,800 representing the Company's matching contribution as deferred
       compensation under the Savings Plan pursuant to Section 401(k) of the
Code.                                                         

(12)     Represents $5,031 paid to Mr. Fialkow as health insurance coverage,    
     $6,800 representing the Company's matching contribution as deferred
       compensation under the Savings Plan pursuant to Section 401(k) of the
         Code, and $40,605 representing the difference ($1.11 per share) between
       the price paid by the Company to Mr. Fialkow for the repurchase of an
        option to purchase 36,581 shares of Common Stock ($3.50 per share) and
the exercise price of such option ($2.39 per share).          

(13)     This option was granted to Mr. Heller on April 27, 1999, simultaneously
    with the repurchase by the Company from Mr. Heller of an option to
purchase up to 16,377 shares of Common Stock.                 

(14)     Represents $6,047 paid to Mr. Fialkow as health insurance coverage and 
     $6,800 representing the Company's matching contribution as deferred
       compensation under the Savings Plan pursuant to Section 401(k) of the
Code.                                                         

(15)     Represents $5,230 paid to Mr. Heller as health insurance coverage and  
     $6,800 representing the Company's matching contribution as deferred
       compensation under the Savings Plan pursuant to Section 401(k) of the
Code.                                                         

-14-

DEF 14A 18th Page of 29 TOC 1st Previous Next ↓Bottom Just 18th
(16)     Represents $5,031 paid to Mr. Heller as health insurance coverage,     
     $5,529 representing the Company's matching contribution as deferred
       compensation under the Savings Plan pursuant to Section 401(k) of the
         Code, and $18,178 representing the difference ($1.11 per share) between
      the price paid by the Company to Mr. Heller for the repurchase of an
        option to purchase 16,377 shares of Common Stock ($3.50 per share) and
the exercise price of such option ($2.39 per share).          

(17)     This option was granted to Mr. Garofalo on April 27, 1999,             
        simultaneously with the repurchase by the Company from Mr. Garofalo of
an option to purchase up to 22,347 shares of Common Stock.    

(18)     Represents $6,091 paid to Mr. Heller as health insurance coverage and  
     $6,800 representing the Company's matching contribution as deferred
       compensation under the Savings Plan pursuant to Section 401(k) of the
Code.                                                         

(19)     Represents $5,235 paid to Mr. Garofalo as health insurance coverage and
     $6,800 representing the Company's matching contribution as deferred
       compensation under the Savings Plan pursuant to Section 401(k) of the
Code.                                                         

(20)     Represents $5,031 paid to Mr. Garofalo as health insurance coverage,   
     $6,800 representing the Company's matching contribution as deferred
       compensation under the Savings Plan pursuant to Section 401(k) of the
         Code, and $24,805 representing the difference ($1.11 per share) between
        the price paid by the Company to Mr. Garofalo for the repurchase of an
        option to purchase 22,347 shares of Common Stock ($3.50 per share) and
the exercise price of such option ($2.39 per share).          

OPTION GRANTS IN LAST FISCAL YEAR                                               

      No options were granted during Fiscal 2001 to any of the individuals
listed in the Summary Compensation Table.                                       

OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE           

       The following table contains information at July 31, 2001 relating to
the number of options exercised during Fiscal 2001 and the number and value of  
unexercised options held by those individuals listed in the Summary Compensation
Table.                                                                          

                                                        [Enlarge/Download Table]

                                                        NUMBER OF SECURITIES                       
                                                             UNDERLYING                            
                                                         UNEXERCISED OPTIONS  VALUE OF UNEXERCISED 
                                                                 AT           IN-THE-MONEY OPTIONS 
                           SHARES                          FISCAL YEAR-END     AT FISCAL YEAR-END  
                          ACQUIRED            VALUE         EXERCISABLE/          EXERCISABLE/     
              NAME    ON EXERCISE (#)     REALIZED ($)      UNEXERCISABLE     UNEXERCISABLE ($) (1)
              ----    ----------------    ------------      -------------     ---------------------
                                                                                                   
Frederick H. Fialkow        ----              ----           160,418 / 0         822,951 / 0       

Steven Fialkow              ----              ----           146,735 / 0         751,143 / 0       

Robert P. Heller            ----              ----            53,084 / 0         280,256 / 0       

                                        -15-                                                       

DEF 14A 19th Page of 29 TOC 1st Previous Next ↓Bottom Just 19th
                                                        NUMBER OF SECURITIES                       
                                                             UNDERLYING                            
                                                         UNEXERCISED OPTIONS  VALUE OF UNEXERCISED 
                                                                 AT           IN-THE-MONEY OPTIONS 
                           SHARES                          FISCAL YEAR-END     AT FISCAL YEAR-END  
                          ACQUIRED            VALUE         EXERCISABLE/          EXERCISABLE/     
              NAME    ON EXERCISE (#)     REALIZED ($)      UNEXERCISABLE     UNEXERCISABLE ($) (1)
              ----    ----------------    ------------      -------------     ---------------------

Richard Garofalo            ----              ----            69,538 / 0         363,782 / 0       
------------------                                                                                 

(1)      Determined based on the fair market value of underlying securities (the
   closing bid price ($9.24) per share of Common Stock on Nasdaq) at
fiscal year end (July 31, 2001), minus the exercise price.    

EMPLOYMENT AND RELATED AGREEMENTS                                               

       FREDERICK H. FIALKOW. Effective December 1, 1998, the Company entered
into an amended and restated employment agreement with Mr. Fialkow, expiring    
November 30, 2003, pursuant to which, as amended to date, he is employed as the 
Company's Chairman of the Board of Directors. The agreement provides for a base 
amount of $305,000 upon which Mr. Fialkow's annual salary is calculated (before 
giving effect to cost of living adjustments). In addition, pursuant to an       
amendment to the employment agreement dated August 1, 2001, Mr. Fialkow is      
entitled to receive an annual bonus in an amount equal to 4% of the Company's   
consolidated net income (before income taxes) in each year in which the         
consolidated net income is in excess of $3,000,000.                             

         STEVEN FIALKOW. Effective November 1, 1997, the Company entered into an
employment agreement with Mr. Fialkow expiring November 1, 2002, pursuant to    
which, as amended to date, he is employed as the Company's President, Chief     
Executive Officer and Secretary. The agreement was amended as of August 1, 2000 
to increase the annual base salary from $230,000 to $265,000. In addition,      
pursuant to an amendment to the employment agreement dated August 1, 2001, Mr.  
Fialkow is entitled to receive an annual bonus in an amount equal to 4% of the  
amount by which the Company's income from operations in any fiscal year exceeds 
$3,300,000.                                                                     

        ROBERT P. HELLER. Effective November 1, 1997, the Company entered into
an employment agreement with Mr. Heller expiring November 1, 2002, pursuant to  
which, as amended to date, he is employed as the Company's Vice President of    
Finance, Chief Financial Officer and Treasurer. The agreement was amended as of 
August 1, 2000 to increase the annual base salary from $140,000 to $160,000 and,
commencing with fiscal 2000, to entitle Mr. Heller to receive an annual bonus in
an amount equal to 1% of the amount by which the Company's income from          
operations in any fiscal year exceeds $3,300,000.                               

        RICHARD GAROFALO. Effective November 1, 1997, the Company entered into
an employment agreement with Mr. Garofalo expiring November 1, 2002, pursuant to
which, as                                                                       

-16-

DEF 14A 20th Page of 29 TOC 1st Previous Next ↓Bottom Just 20th
amended to date, he is employed as the President of Health Acquisition. The     
agreement was amended as of August 1, 2000 to increase the annual base salary   
from $157,500 to $235,000. The Board of Directors also has authorized the       
Chairman of the Board to grant bonuses to Mr. Garofalo based on performance.    

   The employment agreements of Messrs. Frederick H. Fialkow, Steven
Fialkow, Heller and Garofalo contain confidentiality and nondisclosure          
provisions relating to the Company's business and all confidential information  
developed or made known to each individual during his respective term of        
employment. The agreements also contain certain non-competition provisions that 
preclude Messrs. Frederick H. Fialkow, Steven Fialkow, Heller and Garofalo from 
competing with the Company for a period of one year from the date of            
termination.                                                                    

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       A lease for office premises maintained by Health Acquisition, located
in Queens, New York is with a company owned (in whole or in part) and controlled
by Mr. Frederick H. Fialkow, the Chairman of the Board of Directors, and by     
Steven Fialkow, who is a director and the President, Chief Executive Officer and
Secretary of the Company. Rent expense under such lease is approximately        
$226,000 per year. The Company believes that such lease contains terms in the   
aggregate no less advantageous to the Company than otherwise could have been    
obtained from an unrelated third party.                                         

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

      On June 22, 2001, the Company dismissed Holtz Rubenstein and engaged
BDO as the Company's independent public accountants. The decision to change     
auditors was approved by the Company's audit committee. During the Company's two
fiscal years ended July 31, 1999 and 2000, there were no disagreements with     
Holtz Rubenstein on any matter of accounting principles or practices, financial 
statement disclosure or auditing scope or procedure, nor did Holtz Rubenstein's 
reports on the financial statements for such periods contain an adverse opinion 
or disclaimer of opinion, nor were such reports qualified or modified as to     
uncertainty, audit scope or accounting principles. In connection with the filing
of a Current Report on Form 8-K dated June 22, 2001 with the SEC regarding the  
Company's change in accountants, Holtz Rubenstein, by letter addressed to the   
SEC and filed with the Form 8-K, indicated that it is in agreement with the     
statements in the preceding sentence.                                           

-17-

DEF 14A 21st Page of 29 TOC 1st Previous Next ↓Bottom Just 21st
PROPOSAL 2
 RATIFICATION OF SELECTION
OF
 INDEPENDENT CERTIFIED ACCOUNTANTS

 The Board of Directors believes it is appropriate to submit for
approval by its stockholders its selection of BDO as the Company's independent  
certified public accountants for the fiscal year ending July 31, 2002.          

       Representatives of BDO are expected to be present at the Meeting with
the opportunity to make a statement and to be available to respond to questions 
regarding any appropriate matters.                                              

 VOTING REQUIREMENTS

    Assuming a quorum is present, a plurality of the votes cast at the
Meeting will be required for the election of directors (Proposal 1). Shares of  
Common Stock that are voted to abstain with respect to any matter will be       
considered cast with respect to that matter. Shares subject to broker non-votes 
with respect to any matter will not be considered cast with respect to that     
matter.                                                                         

       THE BOARD OF DIRECTORS HAS UNANIMOUSLY RECOMMENDED A VOTE IN FAVOR OF
EACH NOMINEE FOR DIRECTORSHIP NAMED IN THE PROXY AND FOR PROPOSAL 2.            

 MISCELLANEOUS

STOCKHOLDER PROPOSALS                                                           

         Stockholders wishing to present proposals at the 2002 annual meeting of
stockholders and wishing to have their proposals presented in the proxy         
statement distributed by the Board of Directors in connection with the 2002     
annual meeting of stockholders must submit their proposals to the Company in    
writing on or before July 10, 2002.                                             

     If the Company does not receive notice by September 23, 2002 from a
stockholder who intends to present at the next annual meeting a proposal that is
not discussed in the Company's proxy statement, the persons named in the proxy  
accompanying the Company's proxy statement for that annual meeting will have the
discretionary authority to vote on such proposal at such meeting.               

-18-

DEF 14A 22nd Page of 29 TOC 1st Previous Next ↓Bottom Just 22nd
OTHER MATTERS                                                                   

        The Board of Directors of the Company knows of no other matter to come
before the Meeting. However, if any matters requiring a vote of the stockholders
arise, it is the intention of the persons named in the enclosed form of Proxy to
vote such Proxy in accordance with their best judgment, including any matters or
motions dealing with the conduct of the Meeting.                                

PROXIES                                                                         

         All stockholders are urged to fill in their choices with respect to the
matters to be voted on, sign and promptly return the enclosed form of Proxy.    

                                              By Order of the Board of Directors

                                                Steven Fialkow
                                           Secretary

Scarsdale, New York                                                             
November 7, 2001                                                                

-19-

DEF 14A 23rd Page of 29 TOC 1st Previous Next ↓Bottom Just 23rd
APPENDIX A
----------

CHARTER OF THE AUDIT COMMITTEE
 OF THE BOARD OF DIRECTORS
OF
 NATIONAL HOME HEALTH CARE CORP.

I.       PURPOSE                                                                

       The primary function of the Audit Committee is to assist the Board of
Directors (the "Board") of National Home Health Care Corp. (the "Corporation")  
in fulfilling its oversight responsibilities by reviewing the financial reports 
and other financial information provided by the Corporation to any governmental 
body or the public; the Corporation's systems of internal controls regarding    
finance, accounting, legal compliance and ethics that management and the Board  
have established or may establish; and the Corporation's auditing, accounting   
and financial reporting processes generally. Consistent with this function, the 
Audit Committee should encourage continuous improvement of, and should foster   
adherence to, the Corporation's policies, procedures and practices at all       
levels. The Audit Committee's primary duties and responsibilities are to:       

     o        Serve as an independent and objective party to monitor the
                  Corporation's financial reporting process and internal control
system.                                     

     o        Review and appraise the audit efforts of the Corporation's
independent accountants.                    

        o        Provide an open avenue of communication among the independent
               accountants, financial and senior management and the Board.

The Audit Committee will fulfill these responsibilities by carrying out the     
activities enumerated in Section IV of this Charter and such other activities   
consistent with this Charter as may from time to time be necessary or           
appropriate.                                                                    

II.      COMPOSITION OF THE AUDIT COMMITTEE                                     

       Until June 14, 2001, the Audit Committee shall be comprised of two or
more members of the Board as determined by the Board. Commencing June 14, 2001, 
the Audit Committee shall be comprised of three or more members of the Board as 
determined by the Board. The members of the Audit Committee shall be independent
directors, and free from any relationship that, in the opinion of the Board,    
would interfere with the exercise of his or her independent judgment as a member
of the Audit Committee. For purposes of this Charter, the definition of         
independent directors will be based on the rules of the Nasdaq Stock Market,    
Inc. for audit committees, as amended, modified or supplemented from time to    
time. Commencing June 14, 2001, all                                             

A-1 

DEF 14A 24th Page of 29 TOC 1st Previous Next ↓Bottom Just 24th
members of the Audit Committee must be able to read and understand fundamental  
financial statements, including a balance sheet, income statement and cash flow 
statement or will become able to do so within a reasonable period of time after 
his or her appointment to the Audit Committee, and at least one member of the   
Committee must have past employment experience in finance or accounting,        
requisite professional certification in accounting, or other comparable         
experience or background which results in such member's financial               
sophistication, including being or having been a chief executive officer, chief 
financial officer or other senior officer with financial oversight              
responsibilities.                                                               

         The members of the Audit Committee shall be elected by the Board at the
annual organizational meeting of the Board and shall serve at the pleasure of   
the Board or until their successors shall be duly elected and qualified. Unless 
a chairman of the Audit Committee (the "Chairman") is elected by the Board, the 
members of the Committee may designate a Chairman by majority vote of the full  
Audit Committee membership.                                                     

III.     MEETINGS                                                               

   The Audit Committee shall meet from time to time as called by the
Chairman or as requested by the independent accountants. The Audit Committee may
ask members of management or others to attend meetings of the Audit Committee   
and provide pertinent information as necessary. As part of its responsibility to
foster open communication, the Audit Committee shall meet at least annually with
management and the independent accountants in separate executive sessions to    
discuss any matters that the Audit Committee or any of these groups believe     
should be discussed privately. In addition, the Audit Committee or its Chairman 
shall discuss with management the Corporation's quarterly financial statements  
consistent with Section IV.3. below. The Audit Committee shall maintain minutes 
or other records of meetings and activities of the Audit Committee.             

IV.      RESPONSIBILITIES AND DUTIES                                            

The duties of the Audit Committee shall include the following:

Documents/Reports Review                                                        
------------------------                                                        

     Review this Charter periodically, but at least annually, and update
this Charter as conditions dictate.                                             

      Review, prior to its filing or prior to its release, as the case may
be, the Corporation's Form 10-K and annual report to stockholders.              

      Review the Corporation's Form 10-Q prior to its filing. The Chairman
may represent the entire Audit Committee for purposes of this review.           

A-2 

DEF 14A 25th Page of 29 TOC 1st Previous Next ↓Bottom Just 25th
       Review such other reports or other financial information submitted to
the Securities and Exchange Commission or the public as the Audit Committee     
shall deem appropriate. The Chairman may represent the entire Audit Committee   
for purposes of this review.                                                    

Independent Accountants                                                         
-----------------------                                                         

         Recommend to the Board the selection of the independent accountants for
each fiscal year, confirm and assure their independence and approve the fees and
other compensation to be paid to the independent accountants. On an annual      
basis, the Audit Committee should review and discuss with the accountants all   
significant relationships which effect the accountants' independence and should 
receive the written statement from the independent accountants required by      
Independence Standards Board Standard No. 1, as amended, modified or            
supplemented from time to time.                                                 

   Recommend to the Board the advisability of having the independent
public accountants make specified studies and reports as to auditing matters,   
accounting procedures, tax or other matters.                                    

       Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances warrant.   

  Periodically consult with the independent accountants out of the
presence of management about internal controls and the completeness and accuracy
of the Corporation's financial statements.                                      

Financial Reporting Processes                                                   
-----------------------------                                                   

       Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied in its    
financial reporting.                                                            

         Review with the independent accountants and management major changes to
the Corporation's auditing and accounting principles and practices.             

Process Improvement                                                             
-------------------                                                             

  Establish regular and separate systems of reporting to the Audit
Committee by each of management and the independent accountants regarding any   
significant judgments made in management's preparation of the financial         
statements and the view of each as to appropriateness of such judgments.        

       Following completion of the annual audit, review separately with each
of management and the independent accountants any significant difficulties      
encountered during the course of the audit, including any restrictions on the   
scope of work or access to required information.                                

A-3 

DEF 14A 26th Page of 29 TOC 1st Previous Next ↓Bottom Just 26th
Review any significant disagreement among management and the  
independent accountants in connection with the preparation of any of the        
Corporation's financial statements.                                             

      Review with the independent accountants and management the extent to
which changes or improvements in financial or accounting practices, as approved 
by the Audit Committee, have been implemented.                                  

Legal Compliance                                                                
----------------                                                                

      Review, with the Corporation's counsel, legal and regulatory matters
that may have a significant impact on the Corporation's financial statements,   
including corporate securities trading policies.                                

Other Responsibilities                                                          
----------------------                                                          

    Perform any other activities consistent with this Charter, and the
Corporation's Certificate of Incorporation, By-laws and governing law, as the   
Audit Committee or the Board deems necessary or appropriate.                    

A-4 

DEF 14A 27th Page of 29 TOC 1st Previous Next ↓Bottom Just 27th
PROXY                             PROXY CARD                           PROXY    
-----                                                                  -----    

 NATIONAL HOME HEALTH CARE CORP.
ANNUAL MEETING OF STOCKHOLDERS
------------------------------

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned holder of common stock of National Home Health Care Corp. (the  
"Company") hereby revokes all previous proxies, acknowledges receipt of the     
Notice of the Stockholders' Meeting to be held on December 6, 2001, and hereby  
appoints Frederick H. Fialkow and Steven Fialkow, and each of them, as proxies  
of the undersigned, with full power of substitution, to vote and otherwise      
represent all of the shares of the undersigned at said meeting and at any       
adjournment or adjournments thereof with the same effect as if the undersigned  
were present and voting the shares. The shares represented by this proxy shall  
be voted in the following manner:                                               

[CONTINUED AND TO BE SIGNED ON REVERSE SIDE]

i 

DEF 14A 28th Page of 29 TOC 1st Previous Next ↓Bottom Just 28th
(1)      Election of directors                                        

  |_|    FOR all nominees listed below    |_|   WITHHOLD AUTHORITY to vote
           (except as indicated)                 for all nominees listed below

To withhold authority for any individual nominee, strike through that 
nominee's name in the list below:                                               

Frederick H. Fialkow                                
Steven Fialkow                                      
Ira Greifer, M.D.                                   
Bernard Levine, M.D.                                
Robert C. Pordy, M.D.                               

  (2) Ratification and approval of the appointment of BDO Seidman, LLP, as
independent certified accountants for the Company for the fiscal year ending    
July 31, 2002.                                                                  

FOR                         AGAINST                          ABSTAIN

[ ]                           [ ]                              [ ]  

     (3) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.                               

THE SHARES REPRESENTED BY THIS PROXY, DULY EXECUTED, WILL BE VOTED IN ACCORDANCE
WITH THE SPECIFICATION MADE. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED
BY THIS PROXY WILL BE VOTED FOR EACH OF THE ABOVE NOMINEES AND FOR SUCH OTHER   
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXY HOLDERS DEEM       
ADVISABLE.                                                                      

TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE MARK,               
SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE                          
ENCLOSED ENVELOPE                                                               

                                                 Dated: __________________, 2001

                                                 -------------------------------
                                                 Signature

                                                 -------------------------------
                                                  Print Name

                                                 -------------------------------
                                               (Title, if appropriate)

ii

DEF 14A Last Page of 29 TOC 1st Previous Next ↓Bottom Just 29th
Note: This proxy should be signed by the stockholder exactly as his or her name 
appears hereon. Persons signing in a fiduciary capacity should so indicate. If  
shares are held by joint tenants or as community property, both should sign. If 
a corporation, this proxy should be signed in full corporate name by the        
president or other authorized officer and should bear the corporate seal. If a  
partnership, please sign in partnership name by authorized person.              

iii

DEF 14A	1st Page of 29	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

DEF 14A	2nd Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 2nd

DEF 14A	3rd Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 3rd

DEF 14A	4th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 4th

DEF 14A	5th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 5th

DEF 14A	6th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 6th

DEF 14A	7th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 7th

DEF 14A	8th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 8th

DEF 14A	9th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 9th

DEF 14A	10th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 10th

DEF 14A	11th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 11th

DEF 14A	12th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 12th

DEF 14A	13th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 13th

DEF 14A	14th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 14th

DEF 14A	15th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 15th

DEF 14A	16th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 16th

DEF 14A	17th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 17th

DEF 14A	18th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 18th

DEF 14A	19th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 19th

DEF 14A	20th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 20th

DEF 14A	21st Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 21st

DEF 14A	22nd Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 22nd

DEF 14A	23rd Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 23rd

DEF 14A	24th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 24th

DEF 14A	25th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 25th

DEF 14A	26th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 26th

DEF 14A	27th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 27th

DEF 14A	28th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 28th

DEF 14A	Last Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 29th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	11/30/03	19
	11/1/02	19
	10/31/02	12		10-Q
	9/23/02	21
	7/31/02	3	28	10-K
	7/10/02	21
For Period End:	12/6/01	3	27
Filed on:	11/7/01	3	22
	11/6/01	3	4
	11/2/01	14
	9/30/01	15
	8/1/01	19
	7/31/01	3	19	10-K, 10-K/A
	6/22/01	20		8-K
	6/14/01	23
	3/23/01	15	17
	8/1/00	19	20
	7/31/00	20		10-K
	7/31/99	20		10-K
	4/27/99	17	18
	12/1/98	11	19
	11/1/97	12	19
	7/31/96	10		10-K
				List all Filings

↑Top

Filing Submission 0000910680-01-500623 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

National Home Health Care Corp – ‘DEF 14A’ for 12/6/01

On: Wednesday, 11/7/01 · For: 12/6/01 · Accession #: 910680-1-500623 · File #: 0-12927

Previous ‘DEF 14A’: ‘DEF 14A’ on 11/7/00 for 12/7/00 · Next: ‘DEF 14A’ on 11/6/02 for 12/6/02 · Latest: ‘DEF 14A’ on 10/2/07 for 10/30/07

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents