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LIVING CENTERS OF AMERICA ANNOUNCES BANK CONSENTS TO COMPLETE VARI-CARE ACQUISITION

 HOUSTON, Sept. 24 /PRNewswire/ -- Living Centers of America, Inc. (NYSE: LCA) and Vari-Care, Inc. (NASDAQ: VCRE) jointly announced today that Living Centers of America obtained all necessary bank consents to complete the proposed acquisition by Living Centers of Vari-Care. The acquisition will occur under the Agreement of Merger and Plan of Reorganization which is to be voted on by the stockholders of Vari-Care at a special meeting to be held on Monday, Sept. 27, 1993. Robert H. Hurlbut, William F. Doud and Frank P. DiMarsico, who together own approximately 51 percent of the stock of Vari-Care, have agreed to vote their shares in favor of the transaction.
 In connection with obtaining the banks' consent, Robert H. Hurlbut, president and chief executive officer of Vari-Care, has agreed, subject to effectiveness of the acquisition to guarantee to Living Centers a minimum sales price for one of Vari-Care's facilities if Living Centers elects to sell the facility on or before Sept. 30, 1994. Hurlbut's payment obligation is further limited, as set forth in his agreement with Living Centers, to the amount of any shortfall in the targeted operating earnings of the Vari-Care facilities for fiscal 1994, up to a maximum of $500,000, and Hurlbut will have a right of first refusal, for 18 months after the Vari-Care acquisition, to purchase the facility in accordance with price, terms and conditions of any third party, bona- fide written offer received by Living Centers.
 Vari-Care presently operates a total of 21 long-term health care facilities in Alabama, Arizona, Florida, and Texas with a capacity of 2,469 residents. In addition, it has a 68-unit retirement apartment complex, a home health care agency and a pharmaceutical services company.
 Living Centers of America, headquartered in Houston, is the fourth largest provider of long-term health care in the United States. It operates 217 centers with a capacity of 19,344 residents in nine states: Texas, Colorado, Florida, Oklahoma, Louisiana, Nebraska, Wyoming, Arizona and Mississippi.
 -0- 9/24/93
 /CONTACT: Dorothy Wiley of Living Centers of America, Inc., 713-578-4650, or Robert H. Hurlbut of Vari-Care, 716-325-6940/
 (LCA VCRE)


CO: Living Centers of America, Inc.; Vari-Care, Inc. ST: Texas IN: HEA SU: TNM

TM -- NY077 -- 5620 09/24/93 17:59 EDT
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Publication:PR Newswire
Date:Sep 24, 1993
Words:372
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