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DATAPOINT COMMENCES EXCHANGE OFFER FOR PREFERRED STOCK

 DATAPOINT COMMENCES EXCHANGE OFFER FOR PREFERRED STOCK
 SAN ANTONIO, Texas, March 18 /PRNewswire/ -- Datapoint Corporation (NYSE: DPT) today announced that it had commenced an exchange offer for its preferred stock.
 Under the exchange offer, tendering holders of Datapoint's $4.94 exchangeable preferred stock, $38 liquidation preference per share, would receive one share of new $1.00 preferred stock, $20 liquidation preference per share, and two shares of Datapoint common stock for each share tendered.
 The new preferred stock will pay dividends on a quarterly basis at an annual rate of $1.00 per share, with the first dividends to be paid on July 15, 1992, and payment of the first eight quarterly dividend payments will be secured by a letter of credit.
 Should Datapoint at any time be in arrears regarding dividends for an aggregate of six quarters on the new preferred stock, the holders of the new preferred stock will be entitled, at their option, to exchange each share of new preferred stock for two additional shares of common stock and, voting as a separate class, will be entitled to elect two additional directors to the Datapoint board.
 Tendering holders of outstanding preferred stock will be waiving accumulated dividends and the current right to elect two directors to the Datapoint board.
 Application has been made to list the new preferred stock on the New York Stock Exchange.
 Asher B. Edelman, Datapoint chairman of the board, and certain entities with which he is affiliated, own approximately 16 percent of the outstanding preferred stock and have indicated their present intention to tender all such shares in the exchange offer. In addition, Blake Thomas, who owns approximately 7 percent of the outstanding preferred stock and who had previously opposed the exchange offer, has agreed to tender all such shares and will be nominated for election to the Datapoint board.
 Consummation of the exchange offer is conditioned, among other things, on the tender of at least two-thirds of the outstanding preferred stock on receipt of the consent of Datapoint's senior lender, and on approval by the company's common and preferred stockholders of certain amendments to the terms of the outstanding preferred stock. Such amendments would allow Datapoint, at its option, to exchange each share of the outstanding preferred stock not tendered in the exchange offer for 0.75 share of the new preferred stock and two shares of Datapoint common stock. This exchange will occur promptly following consummation of the exchange offer. The company will hold a meeting at which common and preferred stockholders will consider and vote on such amendments.
 The offer and withdrawal rights will expire at 12:00 midnight, New York time, on April 13, 1992, unless extended. Datapoint has stated that if less than two-thirds of the outstanding preferred stock is tendered, it intends to amend the exchange offer to eliminate the two- thirds tender condition and to offer instead to exchange for each share up to a maximum of 965,609 shares -- or one-half -- of the outstanding preferred stock, $20 principal amount of Datapoint's new 5 percent junior subordinated debentures due June 1, 2022, and two shares of Datapoint common stock. In this event, untendered shares of outstanding preferred stock, and any shares which are pro-rated in the exchange offer, will remain outstanding. The indenture governing the new debentures will prohibit the payment of dividends on such preferred stock, as well as the common stock, subject to certain exceptions, until April 15, 1995. If the exchange offer is so amended, an appropriate announcement will be made and the expiration date will be extended for at least 10 business days.
 Kidder, Peabody & Company Incorporated is the dealer manager, and Beacon Hill Partners, Inc., is the information agent for the exchange offer.
 Datapoint, a leader in networking Information Technology -- information processing, personal computing, telephony services, and video conferencing -- markets a variety of products and services in 42 countries worldwide as part of its Open Systems Networking (OSN) strategy.
 -0- 3/18/92
 /NOTE TO EDITORS: Datapoint and the "D" logo are registered trademarks of Datapoint Corporation/
 /CONTACT: Paul Schulman of Beacon Hill Partners, Inc., 800-253-3814/
 (DPT) CO: Datapoint Corporation ST: Texas IN: CPR SU: OFR


16:09 -- NY075 -- 9372 03/18/92 16:15 EST
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Publication:PR Newswire
Date:Mar 18, 1992
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