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MOREHOUSE ANNOUNCES PROPOSED ACQUISITION

 FULLERTON, Calif., March 22 /PRNewswire/ -- Morehouse Industries Inc. (NASDAQ: MIXS) of Fullerton, and KVP Systems Inc. of Rancho Cordova, Calif., announced today that they have entered into a definitive agreement providing for the acquisition of KVP by Morehouse, through a stock-for-stock merger transaction. As a consequence of the merger, Morehouse, with 3,890,981 shares outstanding, would issue one share of its common stock for each of the 2,269,101 shares of KVP common stock outstanding. The shares issuable by Morehouse as a consequence of the merger will be registered under the Securities Act of 1933. Options and fees payable in stock could increase the number of Morehouse shares issued by up to approximately 300,000 shares. Provisions for certain contingent liabilities and warranties could potentially reduce the number of Morehouse shares issued to certain KVP officers and directors by up to 400,000 shares.
 The proposed merger is subject to a number of conditions, including approval by the shareholders of both corporations. Subject to the satisfaction of these conditions, it is currently anticipated that the merger would be consummated in late June or early July 1993.
 Morehouse is a holding company whose subsidiaries manufacture proprietary equipment and engineered industrial products. For the fiscal year ended Aug. 31, 1992, and the six months ended Feb. 28, 1993, Morehouse reported revenues of $7,611,000, and $4,669,000, respectively. At Feb. 28, Morehouse had a net worth of $3,361,000.
 KVP produces patented material handling components for food processing and other industries. For the fiscal year ended March 31, 1992, KVP generated revenues of $3,341,000, and for the nine months ended Dec. 31, 1992, KVP's revenues were $2,714,000. At Feb. 28, 1993, the audited net worth of KVP was $1,534,000.
 -0- 3/22/93
 /CONTACT: Jim Swartwout of Morehouse Industries, 714-738-5000/
 (MIXS)


CO: Morehouse Industries Inc.; KVP Systems Inc. ST: California IN: MAC SU: TNM

BP-EH -- LA018 -- 8233 03/22/93 12:11 EST
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Publication:PR Newswire
Date:Mar 22, 1993
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