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NATIONAL HERITAGE ANNOUNCES MANAGEMENT AGREEMENT WITH EVERGREEN HEALTHCARE

 NATIONAL HERITAGE ANNOUNCES MANAGEMENT
 AGREEMENT WITH EVERGREEN HEALTHCARE
 DALLAS, Aug. 31 /PRNewswire/ -- National Heritage, Inc. (NYSE: NHR) announced today that it has entered into a management agreement with Evergreen Healthcare, Ltd. in connection with its previously announced agreement to sell Evergreen up to 7 million shares of its common stock and 1 million shares of its special stock for $8,250,000. Pursuant to the two-year management agreement, Evergreen will have responsibility for managing National Heritage's operations effective upon the consummation of the Evergreen stock purchase transaction, now expected in mid-September.
 According to National Heritage the management agreement is designed to permit the company to realize savings by utilizing personnel and other resources of Evergreen in managing its operations. The management agreement provides for a management fee of up to $1.8 million per year plus 5 percent of certain increases in revenues, which fee is payable only to the extent Evergreen is able to reduce NHI's expenses by a comparable or greater amount. According to National Heritage Chairman Robert M. Galecke, "This management arrangement allows the company to realize overhead savings by utilizing the services of Evergreen's staff and management team. As management fees are only payable to Evergreen to the extent overhead reductions are realized, the company should benefit from this arrangement."
 In a related matter, National Heritage announced that it has received approval from a California Superior Court to acquire the 7,125,000 shares of National Heritage common stock owned by Pacific Standard Life Insurance Company on or about Oct. 7, 1992, in the event that WelCare International, Inc. fails to close on its contract to purchase those shares. Pursuant to its agreement with Evergreen, National Heritage offered to redeem the 7,125,000 shares held by Pacific Standard for $1 a share, payable 75 percent in cash and 25 percent by a three-year note. WelCare International had previously contracted to purchase the Pacific Standard shares for $.88 a share, payable in cash and three-year notes. At a California Superior Court hearing on Friday, Aug. 28, 1992, WelCare modified its contract with Pacific Standard and agreed to pay approximately $1.05 a share, all in cash for the Pacific Standard shares on or before Sept. 28, 1992.
 National Heritage, Inc. is one of the nation's leading managers of long-term health care facilities for the elderly.
 -0- 8/31/92
 /CONTACT: Vicki A. Bolton of National Heritage, 214-233-3900/
 (NHR) CO: National Heritage, Inc.; Evergreen Healthcare, Ltd. ST: Texas IN: HEA SU:


CK -- NY028 -- 4876 08/31/92 10:24 EDT
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Publication:PR Newswire
Date:Aug 31, 1992
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