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PERCEPTRONICS ANNOUNCES DEBT RESTRUCTURING AGREEMENT IN PRINCIPLE

 WOODLAND HILLS, Calif., March 11 /PRNewswire/ -- Perceptronics Inc. (NASDAQ: PERC) announced today that it has reached an agreement in principle with its bondholders concerning a restructuring of the company's $8.3 million of 8.125 percent convertible subordinated debentures.
 The agreement, which is subject to approval and execution of final documentation, provides for the $8.3 million outstanding principal amount of the debentures to be exchanged for $4.0 million of new 8.125 percent senior secured notes, 500,000 shares of a series A preferred stock and 246,700 shares of a series B preferred stock.
 "We are pleased to have achieved this agreement in principle, which we believe is to the mutual benefit of Perceptronics, its bondholders and shareholders," said Dr. Gershon Weltman, chief executive officer and chairman of the board. "The exchange of $4.3 million of debt for preferred stock will result in an increase in shareholder equity above the required level for the NASDAQ National Market System. Accordingly, we have requested an extension from NASDAQ of its previously granted exception to this requirement, which expires on March 14, 1993, that would allow the company's common shares to continue trading on the NASDAQ National Market while we complete formal restructuring."
 The new notes provide for quarterly payments of interest and $250,000 of principal beginning June 30, 1994, and are due March 31, 1998 (the previous debentures were due Oct. 31, 1996).
 The series A preferred stock is non-voting, and carries dividends payable quarterly at an annual rate of 3 percent in additional shares of series A preferred stock. The series A preferred stock is redeemable in whole or in part by Perceptronics at its liquidation preference price of $4 per share. Beginning after March 31, 1999, if not redeemed by the company, each share of series A preferred stock can be converted at the option of the holders into 6.154 shares of Perceptronics common stock.
 The series B preferred stock is also non-voting. Each share can be converted at any time by the holders into 10 shares of common stock. If all shares of series B preferred stock are converted, the common stock thus issued would constitute approximately 40 percent of all Perceptronics' common stock (other than that issuable as a result of the conversion of series A preferred stock) outstanding.
 The restructuring agreement also calls for a mandatory payment of $200,000, due on May 14, 1993, to be credited against accrued interest. In addition, other agreement terms include required interest and principal prepayments based upon a formula tied to excess cash flow, antidilution provisions limiting the number of options that can be issued to management below market price, and financial covenants, similar to previously existing ones, effective the first quarter of fiscal year 1995.
 Weltman added: "The successful conclusion of this restructuring will allow us to go forward on an improved financial footing and to direct our full attention to operating the company and promoting new business opportunities. These include seeking outside financing for the expanded development of our CACE(R) Concurrent Engineering software line, which continues to receive accolades from initial users in the Electronic Design Automation industry and R&D community."
 Perceptronics is engaged in research and development and in the manufacture and marketing of computer-based simulation software and systems for commercial and military training and decision support.
 -0- 3/11/93
 /CONTACT: Dr. Gershon Weltman, chairman and CEO of Perceptronics, 818-884-7470; or Cecilia A. Wilkinson of Pondel Parsons & Wilkinson, 310-207-9300, for Perceptronics/
 (PERC)


CO: Perceptronics Inc. ST: California IN: CPR SU: RCN

BP-JL -- LA002 -- 4979 03/11/93 09:00 EST
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Date:Mar 11, 1993
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