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EVERGREEN HEALTHCARE LTD. TO ACQUIRE CONTROLLING INTEREST IN NATIONAL HERITAGE, INC.

 EVERGREEN HEALTHCARE LTD. TO ACQUIRE CONTROLLING
 INTEREST IN NATIONAL HERITAGE, INC.
 DALLAS, Aug. 24 /PRNewswire/ -- National Heritage, Inc. (NYSE: NHR) announced today that it has agreed to sell up to seven million shares of its common stock and one million shares of its special stock to Evergreen Healthcare Ltd. for $8,250,000. National Heritage also announced that in connection with the stock sale, it has agreed to enter into a two year management agreement with Evergreeen whereby Evergreen will have responsibility for managing National Heritage's operations.
 The stock sale calls for the initial issuance and sale to Evergreen of three million shares of NHI common stock for $1.00 per share and one million shares of NHI special stock for $1.25 per share, for an aggregate initial investment of $4,250,000. In connection with the issuance of these shares, NHI has agreed to offer to redeem all NHI common stock held by its two largest shareholders, Pacific Standard Life Insurance Company and Southmark Corporation, at $1.00 per share payable 75 percent in cash and 25 percent by three-year notes.
 Southmark has agreed to accept National Heritage's redemption offer and to tender its shares to National Heritage simultaneously with the initial share issuance to Evergreen. Upon consummation of the initial transaction, Evergreen will have voting control of National Heritage due to multiple voting rights that attach to the special stock. The special stock is identical to the National Heritage common stock in all respects other than its greater per share voting power.
 Pacific Standard owns 7,125,000 shares or approximately 42 percent of National Heritage's outstanding common stock. If Pacific Standard accepts National Heritage's offer to purchase its NHI shares, Evergreen has agreed to purchase up to an additional four million shares of common stock from National Heritage for $4,000,000 and each of Evergreen's shares of National Heritage special stock will automatically convert into one share of National Heritage common stock.
 If Pacific Standard elects not to tender its shares to National Heritage for redemption, National Heritage may elect to tender for the National Heritage shares held by NHI's other shareholders on the same terms offered to Southmark and Pacific Standard. In the event National Heritage makes such an issuer self tender, Evergreen has agreed to purchase up to 3,031,000 additional NHI common shares for $1.00 per share.
 National Heritage expects to close on the initial issuance of shares to Evergreen in mid-September 1992, subject to receiving any necessary regulatory approvals. Closing of the transaction is subject to certain customary conditions.
 Evergreen Healthcare, founded in 1987, is an Indiana limited partnership which operates 16 long-term healthcare facilities in Indiana, Illinois and West Virginia. Evergreeen has 1,600 employees and manages 2,600 licensed beds. Evergreen's comprehensive approach to long-term care, including special Alzheimer's, Huntington's and arthritis care programs and varied medical rehabilitation and therapy services, has distinguished it as an innovative healthcare provider.
 National Heritage Chairman, Robert M. Galecke stated, "National Heritage is very pleased with this combination of key players in the long term care industry and the opportunity it provides the Company to redeem shares held by Pacific Standard Life and Southmark Corporation, both of whom have considered divesting their interests in National Heritage for quite some time. This transfer of control to Evergreen is part of the Company's long term goal of building shareholder value in National Heritage."
 National Heritage, Inc. is one of the nation's leading managers of long-term care facilities for the elderly.
 -0- 8/24/92
 /CONTACT: Vicki A. Bolton, investor relations, of National Heritage, Inc., 214-233-3900/
 (NHR) CO: National Heritage, Inc.; Evergreen Healthcare Ltd. ST: Texas, Indiana IN: HEA SU: TNM


DC -- NY034 -- 2545 08/24/92 11:20 EDT
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Publication:PR Newswire
Date:Aug 24, 1992
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