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NATIONAL HERITAGE ANNOUNCES PLAN TO TRANSFER CONTROL

 NATIONAL HERITAGE ANNOUNCES PLAN TO TRANSFER CONTROL
 DALLAS, Sept. 14 /PRNewswire/ -- National Heritage, Inc. (NYSE: NHR) announced today that it has reached an agreement with its major shareholders and with WelCare International, Inc. and Evergreen Healthcare, Ltd. to provide for the orderly transfer of control of National Heritage to either WelCare or Evergreen. This agreement also provides for the dismissal of the pending litigation between National Heritage and WelCare.
 The company reported that pursuant to this agreement, WelCare is amending its currently pending offer to National Heritage's shareholders to tender for any and all shares of NHI for $1.0471 per share in cash (excluding shares held by Pacific Standard Life Insurance company, which shares WelCare already has a contract to Purchase for $1.0471 in cash.) If WelCare does not accept all shares tendered in its tender offer or does not close on its purchase of the NHI shares held by Pacific Standard on or before Sept. 28, 1992, the Company and Evergreen will consummate their previously announced purchase agreement, which has been amended to provide hat Evergreen will invest $8,250,000 in cash to purchase 8,000,000 shares of NHI common stock, and Pacific Standard and Southmark Corporation (which currently hold in the aggregate approximately 66 percent of the outstanding NHI shares) will tender their NHI shares to the Company for redemption at $1.00 per share payable 75 percent in cash and 25 percent in notes. The Evergreen transaction would not involve a public tender offer.
 In summarizing the agreement entered into by NHI, WelCare, Evergreen, Southmark and Pacific Standard, the Company notes that:
 (i) WelCare's partial tender offer for up to 5,815,000 of NHI shares will be amended to a "any and all" tender offer for the 9,765,000 NHI shares held by NHI shareholders other than Pacific Standard, all proration or cutback rights will be eliminated, and the offer will be extended until 12:00 midnight, New York City time, on Sept. 25, 1992;
 (ii) Southmark will tender all of its 3,950,000 NHI shares (approximately 22 percent of the outstanding NHI shares) to WelCare;
 (iii) the previously announced purchase agreement between National Heritage and Evergreen will be cancelled if WelCare closes on its amended tender offer and purchase of the NHI shares held by Pacific Standard on or before Sept. 28, 1992;
 (iv) the previously announced state and federal court litigation between National Heritage, Evergreen and WelCare, among others, relating to the tender offer and the Evergreen purchase agreement, will be dismissed; and
 (v) if WelCare does not accept all shares tendered in its amended tender offer or fails to close on its purchase of NHI shares held by Pacific Standard by Sept. 28, 1992, then the company, Evergreen, Southmark and Pacific Standard have agreed to consummate the purchase agreement described above pursuant to which Evergreen would acquire 8 million shares of NHI common stock for approximately $1.03 per share and the company would repurchase the 11,075,000 shares of NHI common stock held by Pacific Standard and Southmark for $1.00 per share, payable 75 percent in cash and 25 percent in notes.
 In light of this agreement and the benefits it provides to the company and its shareholders, the board of directors of National Heritage has changed its recommendation to National Heritage's shareholders with respect to the WelCare tender offer from a recommendation that shareholders reject WelCare's tender offer to a neutral recommendation. The NHI board recommends that shareholders carefully review WelCare's Supplement to its Offer to Purchase and determine whether they wish to tender their shares to WelCare, and thereby cash out at the same price being accepted by the company's two major shareholders, or not tender their shares and remain shareholders of the company.
 The company noted that WelCare and the company are making filings with the Securities and Exchange Commission today with respect to the amended tender offer and with respect to the agreement described above. The company reported that shareholders of NHI will be receiving from WelCare a Supplement to the WelCare Offer to Purchase and from the company a letter regarding the NHI board's revised recommendation with respect to the WelCare tender offer.
 According to the company's Chairman, Robert M. Galecke, "This agreement gives our shareholders the option to liquidate their investment in National Heritage on the same terms accepted by our major shareholders, and facilitates the transfer of control of the company to either WelCare or Evergreen within a time frame that will minimize the disruption to the company's business caused by this inevitable change in control."
 National Heritage, Inc. is one of the nation's leading managers of long-term care facilities for the elderly.
 -0- 9/14/92
 /CONTACT: Vicki A. Bolton, Investor Relations of National Heritage, 214-233-3900/
 (NHR) CO: National Heritage, Inc.; WelCare International, Inc.; Evergreen
 Healthcare, Ltd. ST: Texas IN: HEA SU: OFR


SH -- NY047 -- 9137 09/14/92 12:03 EDT
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Date:Sep 14, 1992
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