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NATIONAL HERITAGE AND EVERGREEN HEALTHCARE AGREE TO CONSOLIDATE BUSINESSES

 INDIANAPOLIS, March 18 /PRNewswire/ -- National Heritage, Inc. (NYSE: NHR), announced today that it has entered into a definitive agreement to consolidate, under the corporate umbrella of National Heritage, the entire business and operations of National Heritage, Evergreen HealthCare Ltd. and Evergreen's pharmacy affiliate. The consolidation agreement incorporates the terms of the previously announced agreement in principle between a special committee of the National Heritage board of directors and Evergreen.
 Evergreen and its affiliate currently own 58 percent of National Heritage's outstanding shares. As a result of the consolidation, the 20 individual owners of Evergreen and its affiliates would own in the aggregate 87 percent of National Heritage's common stock; the balance would be held by the public. None of the individual Evergreen owners would be expected to own more than 16 percent of National Heritage common stock following the consolidation, and all such shares would be subject to resale restrictions for one year.
 The consolidation, which is still subject to the approval of the National Heritage public shareholders and to the satisfaction of certain conditions, has been unanimously approved by the National Heritage board of directors upon the recommendation of a special committee composed of three independent directors. In addition, the special committee's financial advisor, Houlihan Lokey Howard & Zukin, has rendered an opinion to the effect that the consolidation is fair, from a financial point of view, to National Heritage's public shareholders.
 Evergreen is an Indiana limited partnership and operates 16 long- term care facilities with approximately 2,600 licensed beds in Indiana, Illinois and West Virginia.
 National Heritage is a leading manager/operator of long-term care facilities for the elderly.
 -0- 3/18/93
 /CONTACT: Gary Vandenberg (investor relations) of National Heritage, 317-580-8585/
 (NHR)


CO: National Heritage, Inc.; Evergreen HealthCare Ltd. ST: Indiana IN: HEA SU:

GK -- NY016 -- 7343 03/18/93 09:35 EST
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Publication:PR Newswire
Date:Mar 18, 1993
Words:306
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