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NATIONAL MEDIA CORPORATION DECLARES DIVIDEND

 PHILADELPHIA, Jan. 3 /PRNewswire/ -- The board of directors of National Media Corporation (NYSE: NM) today declared a dividend distribution of one preferred share purchase right ("Right") on each outstanding share of its common stock.
 The Rights will become exercisable only if a person or group acquires 15 percent or more of the Company's outstanding common stock or announces a tender offer the consummation of which would result in ownership by a person or group of 15 percent or more of the Company's outstanding common stock. Each Right will entitle shareholders to buy one one-hundredth of a share of a new series of junior participating preferred stock at an exercise price of $40 upon the occurrence of certain events. In the event that a person (other than in certain circumstances) becomes the beneficial owner of 15% or more of the common stock, holders of Rights will thereafter have the right to receive, upon exercise at the then current exercise price, common stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. In the event that, at any time following time Rights certificates are distributed, the Company is acquired in a merger or other business combination, or 50% or more of the Company's assets or earning power is sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon exercise at the then current exercise price of the Right, common stock of the acquiring or surviving company having a value equal to two times the exercise price of the Right. Any Rights that are, or were, under certain circumstances, beneficially owned by such a 15% owner will immediately become null and void.
 The holders of Rights, as such, will have no rights as stockholders of the Company. The Company has the ability to redeem the Rights at $.001 per Right.
 The dividend distribution will be made on Jan. 13, 1994, payable to shareholders of record on that date. The Rights will expire on Jan. 13, 2004. A Summary of the Plan will be provided to each shareholder of record as of such date.
 National Media Corporation is the leading worldwide marketer of consumer products through direct response television programming, as well as through other forms of distribution including catalogs, credit card statement inserts, print advertising and retail. The Company's activities extend into the United States, Canada, and twenty-four other countries in Europe, the Middle East, and the Asia/Pacific region.
 -0- 1/3/94
 /CONTACT: Craig A. Streem, vice president - investor relations of National Media Corporation, 215-772-5035/
 (NM)


CO: National Media Corporation ST: Pennsylvania IN: SU: DIV

MP -- NY042 -- 8527 01/03/94 13:27 EST
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Publication:PR Newswire
Date:Jan 3, 1994
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