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National Home Health Care Corp · DEF 14A · For 12/7/00

Filed On 11/7/00 3:25pm ET · SEC File 0-12927 · Accession Number 910680-0-744

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

11/07/00  National Home Health Care Corp    DEF 14A    12/07/00    1:21                                     Parker Chapin Fla..Klimp

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                            21     58K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Employment and Related Agreements Executive Compensation
1	1st Page
14	Executive Compensation
17	Employment and Related Agreements

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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:

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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:                        

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 NATIONAL HOME HEALTH CARE CORP.
 700 White Plains Road
 Scarsdale, New York 10583

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 To be held December 7, 2000

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

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 the offices of Parker Chapin
LLP, The Chrysler  Building,  405 Lexington Avenue, New York, New York 10174, at
9:30  a.m.,  local  time,  on  Thursday,  December  7, 2000,  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; and

         (2)      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 fiscal  year ended July 31, 2000 are  enclosed  herewith.
Only  holders of record of common  stock of the Company at the close of business
on  November  6, 2000 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, 2000                                                                
================================================================================
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.                                                                  
================================================================================

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 NATIONAL HOME HEALTH CARE CORP.
 700 White Plains Road
 Scarsdale, New York 10583

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

 PROXY STATEMENT

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

         This Proxy Statement is furnished in connection  with the  solicitation
by the board of directors  (the "Board of  Directors")  of National  Home Health
Care Corp. (the "Company") of proxies in the form enclosed. Such proxies will be
voted at the annual  meeting of  stockholders  of the  Company to be held at the
offices of Parker Chapin LLP, The Chrysler  Building,  405 Lexington Avenue, New
York, New York 10174,  at 9:30 a.m.,  local time, on Thursday,  December 7, 2000
(the "Meeting") and at any adjournments  thereof,  for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders.                      

         The principal executive offices of the Company are located at 700 White
Plains Road,  Scarsdale,  New York 10583.  This Proxy Statement and accompanying
form of proxy are being mailed on or about November 7, 2000 to all  stockholders
of record at the close of business on November 6, 2000 (the "Record Date").     

         Any stockholder  giving a proxy has the power to revoke the same at any
time before it is voted.  The cost of  soliciting  proxies  will be borne by the
Company. The Company has no contract or arrangement with any party in connection
with the solicitation of proxies.  Following the mailing of the proxy materials,
solicitation  of proxies may be made by officers and employees of the Company by
mail, telephone,  telegram or personal interview. Properly executed proxies will
be voted in accordance  with  instructions  given by  stockholders at the places
provided  for  such  purpose  in  the   accompanying   proxy.   Unless  contrary
instructions are given by stockholders,  the shares  represented by such proxies
are  intended  to be voted in favor of the  election  of the five  nominees  for
directorship named herein.                                                      

 VOTING SECURITIES

         Stockholders of record at the close of business on the Record Date will
be  entitled  to notice  of, and to vote at,  the  Meeting  or any  adjournments
thereof.  On the Record Date, there were 4,946,458  outstanding shares of common
stock,  par value $.001 per share,  of the Company  (the "Common  Stock").  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 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.                                                         

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PROPOSAL 1
 ELECTION OF DIRECTORS

         Unless  otherwise  indicated,  the shares  represented  by all  proxies
received by the Board of  Directors  will be voted at the Meeting in  accordance
with their terms and, in the absence of contrary instructions,  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 until the next annual meeting of stockholders
and until their successors are elected and qualified. Although it is anticipated
that each nominee  will be available to serve as a director,  should any nominee
be  unavailable  to serve,  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.                                           

EXECUTIVE OFFICERS AND DIRECTORS                                                

         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                69          1985             Chairman of the Board of Directors               

Bernard Levine, M.D.                72          1983             Director                                         

Steven Fialkow                      41          1991             President, Chief Executive Officer, Secretary and
                                                                 Director                                         

Ira Greifer, M.D.                   69          1983             Director                                         

Robert C. Pordy, M.D.               43          1995             Director                                         

Robert P. Heller                    39            --             Vice President of Finance and Chief Financial    
                                                                 Officer                                          

Richard Garofalo                    49            --             President of Health Acquisition Corp.            

         The  Company's   directors  are  elected  at  each  annual  meeting  of
stockholders  of the  Company  to serve  for a term of one  year or until  their
successors are duly elected and  qualified.  Officers serve at the discretion of
the Board of Directors. The terms of office of all officers and directors expire
at the time of the annual meeting each year.                                    

INFORMATION ABOUT DIRECTORS AND NOMINEES                                        

         The following is a brief summary of the background of each director and
nominee:                                                                        

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         FREDERICK H. FIALKOW has been Chairman of the Board of Directors of the
Company 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.  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.                                            

         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-DIRECTORS EXECUTIVE OFFICERS                              

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

         ROBERT P. HELLER,  a certified  public  accountant,  has served as Vice
President  of Finance and Chief  Financial  Officer 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  four  meetings  and  acted by  unanimous
consent one time during the fiscal  year ended July 31,  2000  ("Fiscal  2000").
Each director  attended (i) all of the meetings of the Board of Directors during
Fiscal 2000 and (ii) all of the meetings of all the  committees  of the Board of
Directors on which he served during Fiscal 2000.                                

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         The Company's  audit  committee is currently  composed of Drs.  Levine,
Pordy  and   Greifer.   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  audit
committee  held one meeting  during  Fiscal 2000;  in addition,  its members met
informally from time to time.                                                   

         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 two meetings  during Fiscal 2000; in addition,  its
members met informally from time to time.                                       

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  of the Common  Stock,  are  required  to file with the  Securities  and
Exchange  Commission  (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 the fiscal year ended July 31,
2000, there were no late or delinquent filings.                                 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

      The members of the Company's  compensation  committee are Drs. Ira Greifer
and  Bernard  Levine,  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.                         

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PERFORMANCE GRAPH                                                               

      The following  graph compares the  cumulative  return to holders of Common
Stock for the five years ended July 31, 2000 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, 1995 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.                                                   

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

                                                        [Enlarge/Download Table]

                                                                  Years   Ending                            

                                                  July        July        July       July       July        
COMPANY NAME/INDEX                                1996        1997        1998       1999       2000        
                                                  ----        ----        ----       ----       ----        
                                                                                                            

NATIONAL HOME HEALTH CARE                           65.54       -9.46      -12.08     -12.14      17.07     

NASDAQ US INDEX                                      8.96       47.57       17.69      42.92      42.33     

PEER GROUP (1)                                     -23.21       22.49       -1.43      40.22       4.36     

                           INDEXED RETURNS                                                                  

                                             Base                    Years  Ending                          
                                            Period                                                          
COMPANY NAME/INDEX                           July       July       July       July        July       July   
                                             1995       1996       1997       1998        1999       2000   
                                             ----       ----       ----       ----        ----       ----   

NATIONAL HOME HEALTH CARE                     100        165.54     149.88     131.78      115.78     135.54

NASDAQ US INDEX                               100        108.96     160.79     189.22      270.43     384.91

PEER GROUP (1)                                100         76.79      94.06      92.71      130.00     135.66

----------------------------------                                              
(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, Cancer Treatment Holding,  Community Care Services Inc.,
Coram  Healthcare  Corp.,  DYNACQ  International  Inc.,  Help At Home Inc., Home
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.,  Staff Builders Inc.,
Star Multi Care  Services,  Transworld  Healthcare  Inc.  and  Wellpoint  Health
Network - CLA.                                                                  

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 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, 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  takes  into  account
individual  experience and  performance  and specific  issues  particular to the
Company.                                                                        

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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  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 2000.                     

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 2000, the compensation  committee  discussed amending the
employment  agreements of the Company's executive officers,  including Frederick
H. Fialkow,  who was the Company's  Chief  Executive  Officer from February 1988
until  December  1999  (whereupon  he retained  his  position as Chairman of the
Board), and Steven Fialkow,  who became the Company's Chief Executive Officer in
December 1999. Each employment  agreement  became  effective on November 1, 1997
and expires on  November 1, 2002,  except Mr.  Fialkow's  employment  agreement,
which expires on November 30, 2003. After acknowledgment of the achievements and
performance of each of the executive officers,  including Messrs.  Fialkow,  the
compensation  committee  authorized the Company to enter into amendments to each
employment agreement with each such executive officer. The employment agreements
as   amended   to   date   are   described   under   the   caption    "Executive
Compensation--Employment  and Related  Agreements." With respect to Frederick H.
Fialkow,  the only material change to his employment  compensation  terms in the
Fiscal  2000   amendment  was  the  deletion  of  the  $150,000   limit  on  his
performance-based  bonus.  With respect to Steven H. Fialkow,  the only material
change to his employment compensation terms in the Fiscal 2000 amendment was    

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the  increase  in his  base  salary  to  $265,000  per  year.  In  making  these
compensation  decisions,  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.                                              

         In addition,  during Fiscal 2000 the compensation  committee granted to
the Company's  four  executive  officers,  pursuant to the Company's  1999 Stock
Option Plan, options to purchase an aggregate of 200,000 shares of Common Stock.
The options were granted at an exercise  price equal to the fair market value of
the Common  Stock on the date of grant and for a term of ten years  (except with
respect to Frederick  H.  Fialkow,  for whom the exercise  price is 110% of fair
market value and the term is five years). The compensation committee agreed that
the  stock  options,  in  addition  to stock  options  granted  in prior  years,
represented a valuable method of retaining and  incentivizing  valued employees,
particularly in light of the adverse circumstances of the Company's industry.   

                       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.                                     

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 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership  of Common Stock at November 2, 2000 by (i) each person or
group  known by the  Company to be the  beneficial  owner of more than 5% of the
outstanding  shares of Common  Stock;  (ii) each  nominee  for  director  of the
Company;  (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:                                   

                                                                [Download Table]


NAME AND ADDRESS                            AMOUNT AND NATURE        PERCENT
OF BENEFICIAL OWNER                    OF BENEFICIAL OWNERSHIP (1)  OF CLASS
-------------------                    ---------------------------  --------
                                                                            
Frederick H. Fialkow                          1,796,407 (2)                 
700 White Plains Road                                                  35.2%
Scarsdale, NY 10583                                                         

Bernard Levine, M.D.                           729,846 (3)                  
210 Riverside Drive                                                    14.7%
New York, NY  10025                                                         

Steven Fialkow                                 172,854 (4)                  
700 White Plains Road                                                   3.4%
Scarsdale, NY 10583                                                         

Ira Greifer, M.D.                              48,672 (5)                   
150 Executive Drive                                                        *
Manhasset, NY 11040                                                         

Robert C. Pordy, M.D.                           6,092(6)                    
140 East 72nd Street                                                       *
New York, NY 10021                                                          

Richard Garofalo                               74,843 (7)                   
99 Rustic Avenue                                                        1.5%
Medford, NY 11763                                                           

Robert P. Heller                               64,594 (8)                   
617 Fir Court                                                           1.3%
Norwood, NJ 07648                                                           

Trafalgar Management                           425,802 (9)                  
N.V.1-7 Willenstad                                                      8.6%
Curacao, Netherlands Antilles                                               

Heartland Advisors, Inc.                      395,000 (10)                  
790 North Milwaukee Street                                              7.9%
Milwaukee, WI 53202                                                         

Dimensional Fund Advisors Inc.                250,639 (11)                  
1299 Ocean Avenue                                                       5.1%
Santa Monica, CA 90401                                                      

All executive officers and directors,        2,893,308 (12)                 
as a group (7 persons)                                                 53.9%

------------------------------------                                            
*        Less than 1%.                                                          

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 (1)     Includes,  where  indicated,  shares  allocated to certain  individuals
         under the  Company's  Savings and Stock  Investment  Plan (the "Savings
         Plan") as of June 30, 2000.  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.   

(2)      Does not  include  546 shares of Common  Stock  owned by Mr.  Fialkow's
         wife, as to which shares Mr. Fialkow  disclaims  beneficial  ownership.
         Includes  77,779 and 75,000 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,  and 66,963  shares of Common  Stock
allocated to Mr. Fialkow's account under the Savings Plan.    

(3)      Includes 5,000 shares of Common Stock that may be acquired  pursuant to
currently exercisable options granted under the 1992 Plan.    

(4)      Represents  64,747  and  75,000  shares  of  Common  Stock  that may be
         acquired  pursuant to currently  exercisable  options granted under the
         1992 Plan and 1999  Plan,  respectively,  and  33,107  shares of Common
  Stock allocated to Mr. Fialkow's account under the Savings Plan.

(5)      Includes 5,000 shares of Common Stock that may be acquired  pursuant to
currently exercisable options granted under the 1992 Plan.    

(6)      Includes 5,000 shares of Common Stock that may be acquired  pursuant to
currently exercisable options granted under the 1992 Plan.    

(7)      Includes  41,227 and 25,000 shares of Common Stock that may be acquired
         pursuant to currently  exercisable  options granted under the 1992 Plan
         and 1999 Plan, respectively, and 6,978 shares of Common Stock allocated
to Mr. Garofalo's account under the Savings Plan.             

(8)      Includes  25,556 and 25,000 shares of Common Stock that may be acquired
         pursuant to currently  exercisable  options granted under the 1992 Plan
         and  1999  Plan,  respectively,  and  12,638  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 by
         Heartland Advisors, Inc. is based solely on the Schedule 13G filings as
         submitted  thereby.  The Company has no  independent  knowledge  of the
         accuracy or  completeness of the information set forth in such Schedule
         13G filings,  but has no reason to believe that such information is not
complete or accurate.                                         

(11)     Dimensional  Fund  Advisors  Inc.  has  provided  to  the  Company  the
         information  regarding the amount and nature of beneficial ownership of
these shares as of September 30, 2000.                        

(12)     Includes  224,309  and  200,000  shares  of Common  Stock  which may be
         acquired  pursuant to currently  exercisable  options granted under the
         1992 Plan and 1999 Plan,  respectively,  and  119,666  shares of Common
Stock allocated under the Savings Plan.                       

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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  2000  exceeded
$100,000,  for  services  rendered  in all  capacities  to the  Company  and its
subsidiaries:                                                                   

                                                        [Enlarge/Download Table]

                                             ANNUAL COMPENSATION     LONG-TERM COMPENSATION                  
                                  FISCAL     -------------------      SECURITIES UNDERLYING    ALL OTHER     
NAME AND PRINCIPAL POSITION        YEAR      SALARY ($)  BONUS($)           OPTIONS (#)      COMPENSATION ($)
---------------------------        ----      -------------------          -------------      ----------------
                                                                                                             
Frederick H. Fialkow                                                                                         
   Chairman of the Board and        2000  $305,000      $135,784(1)            75,000            $11,991(5)  
   Chief Executive Officer          1999   298,333        44,765(2)            77,779(4)           8,804(6)  
   (until December 1999)            1998   285,000        61,499(3)                --              3,758     

Steven Fialkow                                                                                               
   President, Chief Executive       2000   220,277        34,915               75,000             12,138(8)  
   Officer (since December 1999)    1999   172,674            --               34,747(7)          47,811(9)  
   and Secretary                    1998   150,742            --               30,000              3,890     

Robert P. Heller                    2000   140,000        14,138               25,000             12,030(11) 
   Vice President of Finance and    1999   138,338            --               15,556(10)         23,650(12) 
   Chief Financial Officer          1998   119,962            --               10,000              3,134     

Richard Garofalo                    2000   235,000         5,819               25,000             12,035(14) 
   President of                     1999   157,500        53,144               21,227(13)         32,293(15) 
   Health Acquisition Corp.         1998   157,500        67,502               20,000              5,006     

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

(1)      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.                                             

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

(3)      Includes  payment of $39,446 for the compounded cost of living increase
         in salary compensation  pursuant to Mr. Fialkow's  employment agreement
with the Company.                                             

(4)      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.    

(5)      Includes  $5,191 paid to Mr. Fialkow as health  insurance  coverage and
         $6,800  representing  the Company's  matching  contribution as deferred
         compensation  under the  Company's  Savings  Plan  pursuant  to Section
      401(k) of the Internal Revenue Code of 1986, as amended (the "Code")

(6)      Includes $7,793  representing  the Company's  matching  contribution as
         deferred  compensation  under the  Company's  Savings Plan  pursuant to
         Section  401(k) of the Code,  and $71,011  representing  the difference

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         ($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).                                                   

(7)      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.    

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

(9)      Includes $7,334  representing  the Company's  matching  contribution as
         deferred  compensation  under the  Company's  Savings Plan  pursuant to
         Section  401(k) of the Code,  and $40,477  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).                                                   

(10)     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.                 

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

(12)     Includes $5,529  representing  the Company's  matching  contribution as
         deferred  compensation  under the  Company's  Savings Plan  pursuant to
         Section  401(k) of the Code,  and $18,121  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).                                                   

(13)     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.    

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

(15)     Includes $7,566  representing  the Company's  matching  contribution as
         deferred  compensation  under the  Company's  Savings Plan  pursuant to
         Section  401(k) of the Code,  and $24,727  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).                                                   

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OPTION GRANTS IN LAST FISCAL YEAR                                               
---------------------------------                                               

         The following  table contains  information at July 31, 2000 relating to
the number of options  granted during the 2000 fiscal year to those  individuals
listed in the Summary Compensation Table. All options are currently exercisable:

                                                        [Enlarge/Download Table]

                      NUMBER OF                                                       POTENTIAL REALIZABLE 
                      SECURITIES     % OF TOTAL                                     VALUE AT ASSUMED ANNUAL
                      UNDERLYING  OPTIONS GRANTED                                     RATES OF STOCK PRICE 
                       OPTIONS    TO EMPLOYEES IN  EXERCISE OR                         APPRECIATION FOR    
          NAME         GRANTED      FISCAL 2000    BASE PRICE   EXPIRATION DATE           OPTION TERMS     
          ----         -------      -----------    ----------   ---------------          -------------     
                                                                                        5%          10%    
                                                                                        --          ---    
                                                                                                           
Frederick H. Fialkow    75,000         30.5%           $4.675     December 6, 2004   $ 56,189     $162,562 

Steven Fialkow          75,000         30.5%          $4.25       December 6, 2009   $172,369     $508,087 

Robert P. Heller        25,000         10.2%          $4.25       December 6, 2009   $ 66,831     $169,362 

Richard Garofalo        25,000         10.2%          $4.25       December 6, 2009   $ 66,831     $169,362 

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

         The following  table contains  information at July 31, 2000 relating to
the number of options  exercised  during the 2000 fiscal year 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       VALUE OF UNEXERCISED 
                                                   UNEXERCISED OPTIONS  IN-THE-MONEY OPTIONS 
                          SHARES                           AT              AT FISCAL YEAR-END
                         ACQUIRED                    FISCAL YEAR-END          EXERCISABLE/   
                       ON EXERCISE   VALUE            EXERCISABLE/            ------------   
                 NAME       (#)     REALIZED ($)      UNEXERCISABLE         UNEXERCISABLE (1)
                 ----     --------  ------------      -------------         -----------------
                                                                                             
Frederick H. Fialkow       ----         ----           152,779 / 0            39,667 / 0     

Steven Fialkow             ----         ----           139,747 / 0            49,153 / 0     

Robert P. Heller           ----         ----            50,556 / 0            19,861 / 0     

Richard Garofalo           ----         ----            66,227 / 0            24,823 / 0     
------------------                                                                           

(1)   Determined  based on the fair market value of underlying  securities  (the
      closing bid price ($4.50) per share of Common Stock on the Nasdaq National
 Market) at fiscal year end (July 31, 2000), minus the exercise price.

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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.  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,  Mr. Fialkow is entitled to
receive an annual bonus in an amount equal to 5% 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.  The  employment  agreement was amended as of
August 1, 2000 to delete the limit of such bonus to $150,000.                   

         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 the agreement Mr.  Fialkow is entitled to receive an annual bonus in
an  amount  equal  to 3% 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 amended to date, he is employed as the President of Health Acquisition
Corporation, a wholly owned subsidiary of the Company. 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.                                                                    

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         A lease for office premises  maintained by Health  Acquisition Corp., a
wholly owned  subsidiary of the Company,  located in Queens,  New York is with a
company owned (in whole or in part) and controlled by the Company's  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 July 7, 1999, the Company dismissed Richard A. Eisner & Company, LLP
("Eisner"),   and  engaged  Holtz  Rubenstein  &  Co.,  LLP,  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,  1997 and 1998,  there were no  disagreements  with  Eisner on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure,  nor did Eisner'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
July 7, 1999 with the SEC regarding the Company's change in accountants, Eisner,
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.                     

 VOTING REQUIREMENTS

         Assuming  a quorum is  present,  a  plurality  of the votes cast at the
Meeting will be required for the election of  directors.  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 NAMED IN THE PROXY.                                                

 MISCELLANEOUS

STOCKHOLDER PROPOSALS                                                           

         Stockholders wishing to present proposals at the 2001 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 2001
annual  meeting of  stockholders  must submit their  proposals to the Company in
writing on or before July 10, 2001.                                             

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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.                         

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, 2000                                                                

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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 7, 2000, 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:                                               

(1)      Election of directors                                        

                                                                [Download Table]

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

[CONTINUED AND TO BE SIGNED ON REVERSE SIDE]

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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.                                                                      

                                           Dated: __________________, 2000

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

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

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

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.              

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

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Dates Referenced Herein and Documents Incorporated By Reference

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

	7/31/95	8		10-K, 10-K/A
	7/31/97	18		10-K
	11/1/97	10	17
	7/31/98	18		10-K
	12/1/98	17
	4/27/99	14	15
	7/7/99	18		8-K
	6/30/00	13
	7/31/00	3	16	10-K
	8/1/00	17
	9/30/00	13
	11/2/00	12
	11/6/00	3	4
Filed On / Filed As Of	11/7/00	3	19
For The Period Ended	12/7/00	3	20
	7/10/01	18
	11/1/02	10	17
	11/30/03	10	17
	12/6/04	16		DEF 14A
	12/6/09	16

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National Home Health Care Corp · DEF 14A · For 12/7/00

Filed On 11/7/00 3:25pm ET · SEC File 0-12927 · Accession Number 910680-0-744

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