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NATIONAL HEALTH CARE SYSTEMS INC. SAYS CLOSING OF ACQUISITION MAY BE DELAYED

            NATIONAL HEALTH CARE SYSTEMS INC. SAYS
            CLOSING OF ACQUISITION MAY BE DELAYED
    LAGUNA NIGUEL, Calif., Nov. 22 /PRNewswire/ -- National Health Care Systems Inc. (NASDAQ: NHCS) reported today that it has been advised by Foundation Health Corp. that it is likely that the completion of the proposed merger of NHCS with a wholly owned subsidiary of Foundation will be delayed until late December in order to provide Foundation with assurance that the merger can be accounted for as a pooling of interests.
    Under the rules applicable to pooling accounting, no more than 10 percent of the outstanding NHCS shares can exercise dissenters' appraisal rights.  Under California law applicable to this transaction, any shareholder who does not vote in favor of the merger has until 30 days following the mailing of notice of the results of the shareholders meeting in which to exercise appraisal rights. Accordingly, unless Foundation decides to waive this condition, it will be necessary to hold the NHCS shareholders meeting as scheduled on Monday, Nov. 25, and delay the actual closing of the merger until late in December after the notice period for exercise of appraisal rights has expired.
    NHCS has received approximately 60 percent of the proxy votes to date, with less than one percent voting against the merger.
    Dan Crowley, Foundations chief executive officer, and Dr. Carl Bozzo, chairman and chief executive officer of NHCS, each stated that their companies expect to complete the merger as soon as the necessary waiting period has expired.  The price for the Foundation common stock to be used in establishing the exchange ratio for the merger will be determined based on the last 10 trading days prior to the completion of the merger.
    -0-                   11/22/91
    /CONTACT:  Dr. Carl E. Bozzo, chairman and CEO of National Health Care Systems Inc., 714-365-8010, ext. 215; or Shannon T. Squyres of Corporate Relations Group, 714-955-1860, for National Healthcare Systems/
    (NHCS) CO:  National Health Care Systems Inc.; Foundation Health Corp. ST:  California IN:  HEA SU: EH-SE -- LA007 -- 6246 11/22/91 09:01 EST
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Publication:PR Newswire
Date:Nov 22, 1991
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