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NATIONAL HERITAGE RECOMMENDS REJECTION OF WELCARE INTERNATIONAL TENDER OFFER

 NATIONAL HERITAGE RECOMMENDS REJECTION OF
 WELCARE INTERNATIONAL TENDER OFFER
 DALLAS, Aug. 6 /PRNewswire/ -- National Heritage, Inc. (NYSE: NHR) announced today that its board of directors is recommending to its shareholders that they reject the unsolicited tender offer by WelCare International, Inc. to buy up to 5,815,000 shares of National Heritage common stock for $0.90 per share.
 At a meeting held on Aug. 4, 1992 to consider the WelCare International tender offer, the National Heritage board of directors considered the terms and conditions of WelCare's tender offer and met with representatives of WelCare and with representatives of certain other parties that have expressed an interest in a possible transaction with National Heritage or its shareholders. The National Heritage board's decision to reject and recommend against the WelCare tender offer is based on a number of factors, including:
 (i) The highly conditional nature of WelCare's tender offer;
 (ii) The fact that the tender offer is effectively a partial offer for a maximum of approximately 34 percent and a minimum of approximately 9 percent of National Heritage's outstanding shares;
 (iii) WelCare's unwillingness to supply complete financial information regarding itself either in the offer or pursuant to specific requests made for such information by the National Heritage board;
 (iv) The fact that there is currently pending material litigation between National Heritage and certain affiliates of WelCare, creating a serious conflict of interest for WelCare, were it to be successful in its acquiring control of National Heritage; and
 (v) The fact that National Heritage is currently engaged in discussions with several other parties regarding a possible transaction with the company or its shareholders, which discussions could be jeopardized or preempted by the WelCare tender offer.
 National Heritage noted that there can be no assurance that any discussions with interested third parties will result in any agreement or transaction.
 National Heritage also announced that it has filed today with the Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9, which Schedule more fully describes the company's position with respect to the WelCare tender offer.
 National Heritage, Inc. is one of the nation's leading managers of long-term care facilities for the elderly.
 -0- 8/6/92
 /CONTACT: Vicki A. Bolton of National Heritage, 214-233-3900/
 (NHR) CO: National Heritage, Inc. ST: Texas IN: HEA SU:


TM -- NY110 -- 7812 08/06/92 18:07 EDT
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Publication:PR Newswire
Date:Aug 6, 1992
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