VISION TWENTY ONE INC
8-K, EX-99.1, 2000-06-23
MANAGEMENT SERVICES
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                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE
VISION TWENTY-ONE, INC.
7360 BRYAN DAIRY ROAD, SUITE 200
LARGO, FL 33777-1506
TEL. 727.545.4300
FAX 727.545.4419


                                VISION TWENTY-ONE
                                    ANNOUNCES
                         STATUS OF OPTICARE TRANSACTION


LARGO, FL - JUNE 20, 2000 - VISION TWENTY-ONE, INC. (OTC:BB: EYESE), announced
that it has notified OptiCare Health Systems, Inc. ("OptiCare") of OptiCare's
failure to obtain a satisfactory $30,000,000 financing commitment required as a
condition to the merger agreement and has given OptiCare until June 29, 2000 to
obtain such financing commitment. In the event OptiCare fails to obtain
financing as contemplated under the agreement, Vision Twenty-One may elect to
terminate the merger agreement.

         OptiCare has notified Vision Twenty-One that it believes that Vision
Twenty-One has failed to perform certain of its obligations under the merger
agreement and will seek to terminate the agreement and enforce its rights
thereunder. Vision Twenty-One has notified OptiCare that it rejects OptiCare's
contentions and believes that Vision Twenty-One is in material compliance with
its obligations under the merger agreement and will aggressively defend that
position.

         Vision Twenty-One expects to complete its previously announced exit
from the business of managing optometry and ophthalmology practices in the near
future. The bank group related to Vision Twenty-One's principal credit facility
has cooperated with Vision Twenty-One as it has restructured and streamlined its
business operations. Vision Twenty-One is confident based upon its continued
dialogue with the bank group that its debt can be restructured if necessary in
the near future to facilitate Vision Twenty-One's continued business as a stand
alone company.

This press release contains statements which may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Investors and prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various factors
as set forth from time to time in the Company's filings with the Securities and
Exchange Commission. The Company undertakes no obligation to publicly update or
revise the forward-looking statements made in this press release to reflect
events or circumstances after the date of this press release or to reflect the
occurrence of unanticipated events.

Contact:

Theodore N. Gillette, Chief Executive Officer
Vision Twenty-One, Inc., Largo
727-545-4300-x52103





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