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Continental Choice Care makes announcement.


FLORHAM PARK, N.J.--(BUSINESS WIRE)--Feb. 3, 1995--Continental Choice Care, Inc. ("Continental") (trading as "CCCI CCCI Campus Crusade for Christ International
CCCI Cebu Chamber of Commerce and Industry (Philippines)
CCCI Central Criminal Court of Iraq
CCCI Crossroads Christian Communications Inc.
" on the Nasdaq National Market) and International Nursing Services, Inc. ("INS INS
abbr.
1. Immigration and Naturalization Service

2. International News Service

Noun 1. INS
") (trading as "NURS NURS Norwich Union Risk Services (UK)
NURS Non-UCIT Retail Schemes
" on the Nasdaq Small Cap Market) announced today that on February 2, 1995 they signed a letter of intent to enter into a merger transaction.

Continental, which had after tax earnings of $607,000 on revenues of $7,126,000 for the first three quarters of fiscal year 1994, is engaged primarily in the business of providing dialysis related equipment, services and supplies to individuals in their homes and other alternative sites in New Jersey and New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 and has recently commenced providing some of such services in Connecticut. Continental owns and operates a freestanding dialysis center and expects to open a training center for dialysis patients shortly in New Jersey. Continental also provides acute care dialysis nursing placement services to hospitals and other providers and provides consulting, administrative and subcontracting services to freestanding dialysis treatment facilities in New York.

INS provides skilled nursing, rehabilitation rehabilitation: see physical therapy.  and other medical personnel for flexible staffing in home care and in a broad spectrum of health care and educational facilities. INS's staffing services are provided through a pool of care givers, including licensed and registered nurses, rehabilitation, respiratory and speech therapists, medical social workers, home care aides and other unlicensed personnel. INS's staff serves hospitals, clinics, nursing homes, physician groups, assisted living as·sist·ed living
n.
A living arrangement in which people with special needs, especially older people with disabilities, reside in a facility that provides help with everyday tasks such as bathing, dressing, and taking medication.
 facilities, health maintenance organizations and other health care institutions, a variety of educational facilities and individual home care clients. INS has offices in Denver, Houston, San Antonio San Antonio (săn ăntō`nēō, əntōn`), city (1990 pop. 935,933), seat of Bexar co., S central Tex., at the source of the San Antonio River; inc. 1837.  and Yonkers, New York Yonkers is the fourth largest city in the State of New York (it falls behind New York City, Buffalo, and Rochester), and the largest city in Westchester County, with a population of 196,086 (according to the 2000 census). .

Under the terms of the letter of intent, INS would be merged into a newly formed subsidiary of Continental. The subsidiary would be the survivor of the merger and would change its name to International Nursing Services, Inc. In connection with the merger, holders of the common stock of INS could receive total consideration of up to one share of the common stock of Continental for each share of the common stock of INS held by them. Each share of the common stock of INS would be entitled to receive not less than two-thirds of one share of the common stock of Continental and would receive a contingent right to obtain up to one-third of one share of the common stock of Continental, subject to certain contingencies. Such contingencies include the completion by INS of certain acquisitions and the attainment by INS of certain financial results during its 1995 fiscal year. In addition, any contingent rights may be exercisable for up to one-third of a share of the common stock of Continental prior to the end of INS's 1995 fiscal year if certain additional conditions relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the exercise of outstanding INS warrants and the conversion of outstanding INS preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 are met. It is currently contemplated that holders of the outstanding 12% Cumulative Convertible Preferred Stock Convertible Preferred Stock

Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares".
 of INS and holders of INS 1994 Warrants would be entitled to receive rights to acquire common stock of Continental in accordance with the terms of their respective agreements.

The proposed terms of the letter of intent are subject to the negotiation and execution of definitive agreements. Although the letter of intent sets forth the current intentions of the parties, no assurance can be given that definitive agreements acceptable to the parties can be negotiated or executed. Further, no assurance can be given that executed definitive agreements, if any, will have terms identical or substantially similar to those set forth in the letter of intent. In addition to the proposed terms, the parties entered into certain binding provisions, including the agreement of INS not to solicit or negotiate proposals to engage in certain transactions with third parties and certain related penalties for violations of such provisions. The binding provisions will terminate not later than April 1, 1995, subject to certain ongoing obligations.

For information with respect to INS, contact John Yeros, Chief Executive Office, International Nursing Services, Inc. at 360 South Garfield, Suite 505, Denver, Colorado 80209 (303) 394-2900 and, with respect to Continental, contact Steven L. Trenk, President, Continental Choice Care, Inc., 25-B Vreeland Road, Florham Park, New Jersey Florham Park is a borough in Morris County, New Jersey, United States. As of the United States 2000 Census, the borough population was 8,857.

Florham Park was incorporated as a borough by an Act of the New Jersey Legislature on March 9, 1899, from portions of Chatham
 07932 (201) 593-0500.

CONTACT: John Yeros, Chief

Executive Office

International Nursing Services

(303) 394-2900

or

Steven L. Trenk

President

Continental Choice Care

(201) 593-0500
COPYRIGHT 1995 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1995, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Feb 3, 1995
Words:720
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