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                                 EXHIBIT 99.1

          CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS


     Certain statements in this Form 10-Q, including information set forth under
the caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations," constitute "Forward-Looking Statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act").  The Company desires to take advantage of certain "safe harbor"
provisions of the Reform Act and is including this special note to enable the
Company to do so. Forward-looking statements included in this Form 10-Q, or
hereafter included in other publicly available documents filed with the
Securities and Exchange Commission, reports to the Company's stockholders and
other publicly available statements issued or released by the Company involve
known and unknown risks, uncertainties, and other factors which could cause the
Company's actual results, performance (financial or operating) or achievements
to differ materially from the future results, performance (financial or
operating) or achievements expressed or implied by such forward-looking
statements.  The Company believes the following risks, uncertainties and other
factors could cause such material differences to occur:

     1. The Company's ability to grow through the acquisition and development of
        long-term care facilities or the acquisition of ancillary businesses.

     2. The Company's ability to identify suitable acquisition candidates or to
        profitably operate or successfully integrate acquired operations into
        the Company's other operations.

     3. The occurrence of changes in the mix of payment sources utilized by the
        Company's patients to pay for the Company's services.

     4. The adoption of cost containment measures by private pay sources such as
        commercial insurers and managed care organizations, as well as efforts
        by governmental reimbursement sources to impose cost containment
        measures.

     5. Changes in the United States health care system, including the Balanced
        Budget Act of 1997, changes in reimbursement levels under Medicaid and
        Medicare, and other changes in applicable government regulations that
        might affect the profitability of the Company.

     6. The Company's continued ability to operate in a heavily regulated
        environment and to satisfy regulatory authorities, thereby avoiding a
        number of potentially adverse consequences, such as the imposition of
        fines, temporary suspension of admission of patients, restrictions on
        the ability to acquire new facilities, suspension or decertification
        from Medicaid or Medicare programs, and in extreme cases, revocation of
        a facility's license or the closure of a facility, including as a result
        of unauthorized activities by employees.
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     7. The Company's ability to secure the capital and the related costs of
        such capital necessary to fund its future growth through acquisition and
        development, as well as internal growth.

     8. Changes in certificate of need laws that might increase competition in
        the Company's industry, including, particularly, in the states in which
        the Company currently operates or anticipates operating in the future.

     9. The Company's ability to staff its facilities appropriately with
        qualified health care personnel (including administrators), including in
        times of shortages of such personnel and to maintain a satisfactory
        relationship with labor unions.

    10. The level of competition in the Company's industry, including without
        limitation, increased competition from acute care hospitals, providers
        of assisted and independent living and providers of home health care and
        changes in the regulatory system in the states in which the Company
        operates that facilitate such competition.

    11. The continued availability of insurance for the inherent risks of
        liability of providing services in the health care industry.

    12. Price increases in medical supplies, durable medical equipment and
        other items.

    13. The Company's reputation for delivering high-quality care and its
        ability to attract and retain patients, including patients with
        relatively high acuity levels.

    14. Changes in general economic conditions, including changes that pressure
        governmental reimbursement sources to reduce the amount and scope of
        health care coverage.

     The foregoing review of significant factors should not be construed as
exhaustive or as an admission regarding the adequacy of disclosures previously
made by the Company.