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NATURAL CHILD CARE ANNOUNCES AGREEMENT WITH WINNERS ALL LIMITED

 ARMONK, N.Y., Aug. 4 /PRNewswire/ -- Natural Child Care, Inc. (NASDAQ: NACC, NACCU, NACCW) today announced that it had reached an agreement with Winners All Limited to issue to the Winners All stockholders a new series of the company's voting convertible preferred stock from authorized but unissued preferred stock in lieu of Natural Child Care common stock. This will permit the company to close the previously announced Winners All transaction later this month without having to seek shareholder approval at this time of an amendment to its Charter to increase the authorized common stock. Such approval will be presented for consideration along with the proposed company name change to Winners All International, Inc. at the company's regularly scheduled annual meeting of stockholders this fall.
 The company also advised that its previously announced anticipated 20 percent stock dividend to common stockholders will be payable to stockholders of record at the close of business on Aug. 16, 1993, subject to, and to be distributed shortly after, the consummation of the Winners All transaction.
 In announcing the revised terms, Mr. Jules Zimmerman, chairman of Natural Child Care, stated, "This issuance of the new series of preferred stock permits us to accelerate the Winners All transaction and at a materially reduced cost without adversely affecting stockholder rights. The convertible preferred stock will automatically convert into the required number of shares of common stock at the time stockholders approve the appropriate amendment to the Charter at the annual meeting later this year. The company will make available to stockholders information and financial data concerning Winners All and details of the transaction when it closes, anticipated to be later this month." The chairman stated in closing, "While the recent increased activity in the company's shares on NASDAQ has probably been based upon the anticipated closing of the Winners All transaction, the transaction has not yet closed and the business of Winners All is still in the early stage."
 -0- 8/4/93
 /CONTACT: Jules Zimmerman, chairman of the board of Natural Child Care Company, 212-355-0333/
 (NACC)


CO: Natural Child Care, Inc.; Winners All Limited ST: New York IN: SU:

MP-PS -- NY019 -- 9233 08/04/93 09:22 EDT
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Publication:PR Newswire
Date:Aug 4, 1993
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