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EVERLAST FILTRATION ANNOUNCES AGREEMENT WITH BRANSON HILLS ASSOCIATES

EVERLAST FILTRATION ANNOUNCES AGREEMENT WITH BRANSON HILLS ASSOCIATES
 CARLSBAD, Calif., Feb. 4 /PRNewswire/ -- Everlast Filtration Corporation (Electronic Bulletin Board: 3EVFC) announced today that it has agreed in principle, with Branson Hills Associates, a Missouri limited partnership, to contribute to the partnership all of the assets, consisting of unimproved resort area land, of its wholly owned subsidiary, Everlast Branson Development Corporation.
 In return for its contribution, the company will receive a 30 percent limited partnership interest and the return of all of the 1,085,000 Class B convertible (at 5 to 1) preferred shares previously issued to the general partners when the land was acquired.
 The consummation of this transaction is contingent upon the execution of a definitive agreement and closing.
 The net effect of this transaction will be that Everlast Filtration Corporation will carry its investment in Branson Hills Associates at $50 million (less 40 percent income tax reserve). This asset was previously carried at $182 million (less 40 percent income tax reserve).
 Everlast Filtration Corporation would reduce its liabilities by at least $7 million. This will relieve the company from making payments on the land as well as principal and interest payments to certain major creditors.
 David Sims, president of Everlast, stated, "This restructuring of debt and equity will enable the company to focus on its proprietary by-pass oil filtration system business while retaining a significant interest in Branson, Mo., a popular country music tourist center. Potentially significant common stock dilution will also be eliminated."
 -0- 2/4/92
 /CONTACT: David Sims, president of Everlast Filtration, 619-438-9494, or Howard Bronson of Howard Bronson & Co., 212-867-6160, for Everlast Filtration/
 (3EVFC) CO: Everlast Filtration Corporation; Branson Hills Associates ST: California, Missouri IN: SU:


CK-TM -- NY081 -- 6823 02/04/92 15:39 EST
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Publication:PR Newswire
Date:Feb 4, 1992
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