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 BEREA, Ohio, Sept. 30 /PRNewswire/ -- Providence Health Care, Inc. (NASDAQ: PHCI), and Lawrence Cummings, chairman and chief executive officer of Providence Health Care, announced today that Mr. Cummings intends to commence a solicitation of consents from all stockholders of Providence Health Care in support of the retention of the current board of directors of the company. If all of the people who executed Mr. Cummings' first consent as of the Sept. 15, 1993, record date execute the new consent, Mr. Cummings will obtain the requisite majority of the company's 4,624,004 currently outstanding shares.
 The board presently consists of Messrs. Cummings and Jugal K. Taneja, a newly appointed Providence director, who is also CEO of NuMED Home Health Care, Inc., which owns 20 percent of Providence, as well as Harvey Wershbale, Thomas W. Janes and Brian A. Lingard.
 Mr. Cummings said, "I am taking this action because I believe the vast majority of Providence stockholders will support my effort to see that the company's current board and management will remain in place to bring the company's business plan to fruition. It is abundantly clear to me that Commonwealth's efforts to replace our board and management could seriously jeopardize our plans for the future growth and expansion of Providence Health Care in the nursing home and home health care markets."
 On Sept. 15, Providence Health Care announced that Mr. Cummings had submitted consents representing his shares, together with those from other large Providence stockholders, collectively representing more than 50 percent of the company's 4,624,004 outstanding shares as of Sept. 15, 1993 (the record date established by Mr. Cummings when he delivered his consent to the company).
 The staff of the Securities and Exchange Commission has notified the company that it believes that consent solicitation material should have been submitted to all the company's stockholders pursuant to Regulation 14A of the Securities Exchange Act prior to the Sept. 15, 1993, consent action and that it further believes that such consents are invalid. Mr. Cummings has notified the company that he intends to distribute consent solicitation materials to all of the stockholders of the company pursuant to Regulation 14A and to solicit the consent of each such stockholder. Mr. Cummings anticipates that each of the persons who executed the prior consent in favor of the current board of directors will execute and deliver the subsequent consent solicited by Mr. Cummings, though there is no agreement or understanding to that effect. Pursuant to the company's by-laws, the consents previously delivered to the company are not effective until the Inspectors of Election appointed by the company have determined that the consents represent the action of a majority of the company's stockholders as of the record date. The company has directed the Inspectors of Election to suspend their determination of the validity of such consents.
 On Aug. 30, Commonwealth Associates, a New York City investment bank that served an managing underwriter for Providence Health Care's February 1992 initial public offering, first disclosed that it would seek to oust Providence's board. Commonwealth, which owns directly just 43,007 shares of the company, has formed a group of five stockholders who together own 6 percent of the company's shares. The Commonwealth group is attempting to install a new slate comprised of two Commonwealth officers and two other individuals of its choosing. Commonwealth needs to obtain consents from the stockholders owning an additional 44 percent of Providence Health Care's 3,699,004 shares that were outstanding as of Aug. 27, 1993.
 Assuming all the shares which were owned beneficially by the Cummings family members that executed Mr. Cummings' Sept. 15 consent to retain the current board and the 118,500 shares that have been purchased by Mr. Cummings are not voted for the Commonwealth attempt to replace the board, Commonwealth would need to receive valid consents from over 85 percent of all other stockholders. Mr. Cummings has the authority to vote the 118,500 shares acquired since the Aug. 27 record date. It should be noted that a failure to vote or a vote to withhold has the same effect as a vote against the Commonwealth consent proposals.
 In a transaction announced Monday, Sept. 13, NuMED sold 40 percent of its common stock to Providence in exchange for 20 percent of Providence's common stock plus $375,000 cash. Providence and NuMED had been in discussions concerning a transaction between then since March 1993.
 Providence Health Care, Inc., was formed in February 1989 and acquired Northwestern Service Corporation, a nursing home operator, in June 1989. The company operates 15 long-term care facilities, 13 in Ohio and one each in Vermont and Virginia, with an aggregate of 1,245 beds. Of these, 1,184 are nursing care beds and 61 are assisted-living beds. In addition, the company manages a 175-bed facility in Cleveland. Through Northwestern, which was merged into Providence in December 1992, the company has been engaged in the nursing home business since 1970 and since 1983 has grown significantly through selected acquisitions and internal development. All of the company's Ohio facilities are located within approximately 150 miles of the company's headquarters in Berea, a Cleveland suburb.
 -0- 9/30/93
 /CONTACT: Daniel H. Burch of MacKenzie Partners, Inc., 212-929-5748/

CO: Providence Health Care, Inc.; Commonwealth Associates ST: Ohio, New York IN: HEA SU:

GK-SM -- NY062 -- 7337 09/30/93 13:42 EDT
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Publication:PR Newswire
Date:Sep 30, 1993

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