ELTRON, ZEBRA WILL COMBINE; BAR-CODE PRINTER MANUFACTURERS TO MERGE IN STOCK BUYOUT WORTH $288 MILLION.

Byline: Deborah Adamson and Dave McNary Daily News Staff Writers

Printer specialist Eltron International Inc. agreed Thursday to go to the altar again with rival Zebra Technologies Corp. in a stock buyout worth $288 million.

An October 1996 deal between Simi Valley-based Eltron, which sells label printers used in bar coding for less than $1,000, and Illinois-based Zebra, which sells higher-priced machines, collapsed over what were believed to be management issues.

The new deal, expected to be completed in October or November, will create a combined company with about 1,350 employees, annual sales of more than $310 million and a market value exceeding $1.2 billion. Eltron, which has more than 600 employees, plans to go ahead with a previously announced move of operations from Simi Valley to a larger facility in Camarillo during the fourth quarter.

Deborah Wardwell, an analyst at Cruttenden Roth in Seattle, said the deal is a logical one for both companies. ``It made a lot of sense two years ago and it makes even more sense today,'' she said. ``The bar code printer market has gotten tighter and more price competitive.''

The companies made the announcement after the stock market closed. Zebra, of Vernon Hills, Ill., will pay Eltron shareholders an 18 percent premium for their shares, based on Thursday's closing prices, by swapping 0.9 of its Class B common shares for each Eltron common share, or about $36 for each Eltron share.

The total number of Eltron shares and options in the deal will total 8 million, according to an Eltron spokeswoman. The deal will give Eltron shareholders ownership of about 23 percent of Zebra.

Zebra said in a statement that the combination will create the broadest line of bar code printers in the world, expand distribution of both companies' products and offer ways to cut costs.

In trading Thursday, Zebra shares fell 75 cents to $39.25 and Eltron gained $1.875 to $30.50. Trading in both issues was halted on the Nasdaq before the markets closed.

Wardwell said executives with Zebra and Eltron might have been motivated to restart merger talks following last summer's buyout of San Diego-based DH Technology by France's Axiohm SA. The analyst said the Axiohm-DH combination has become a greater threat to Eltron and Zebra by taking advantage of economies of scale and carrying superior purchasing power.

Edward Kaplan, Zebra's chairman and chief executive officer, will retain both titles in the new company while Eltron Chairman and Chief Executive Donald Skinner will become vice chairman and take charge of the card printer business. Corporate headquarters will be in Vernon Hills.

In the scuttled 1996 deal, Eltron would have been the surviving company even though Zebra shareholders would have owned 72 percent of the new company; the combined market value would have topped $900 million; Skinner would have been CEO and president; and Kaplan was to be chairman.

But five weeks after the proposed transaction was announced, the companies issued a joint statement saying they had been unable to reach a ``mutually acceptable'' agreement. Analysts speculated the deal had collapsed over who would actually run the company.

Wardwell said Thursday's announcement indicates those issues have been solved. ``They finally have figured out a management structure under which the two companies can exist as one.