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SUNBEAM-OSTER ANNOUNCES REPURCHASE OF 12.4 MILLION SHARES AND LITIGATION SETTLEMENT

 /repeating from yesterday for points needed/
 PROVIDENCE, R.I., July 22 /PRNewswire/ -- Sunbeam-Oster Company,


Inc. (NYSE: SOC) announced today the repurchase of 12.4 million shares in connection with the settlement of all litigation concerning the January 1993 termination of Paul B. Kazarian as the company's chairman and chief executive officer, and related disputes.
 The settlement encompasses all litigation between Mr. Kazarian and Mutual Series Fund Inc. and the Steinhardt organization, as limited partners of Sunbeam-Oster Equities, L.P. (SOE), the company's largest shareholder. In addition, separate litigation between Mr. Kazarian and two former executives of the company, Michael G. Lederman and Robert H. Setrakian, has been resolved.
 The repurchase involved approximately 12.4 million shares of common stock, owned by SOE before the settlement, at $14 per share. The 12.4 million shares reflects the economic interest of Messrs. Kazarian, Lederman and Setrakian in SOE.
 Charles J. Thayer, chairman of Sunbeam-Oster, noted that "Although the company was not a party to the litigation, it elected to participate in this settlement because the opportunity to purchase common stock at a favorable price was in the best interests of all shareholders." The purchase was recommended by an independent committee of the board of directors and unanimously approved by the full board after receipt of a fairness opinion from a nationally recognized investment banking firm.
 The repurchase transaction provides for a total cash distribution of $173 million to Messrs. Kazarian, Lederman and Setrakian. As a result, Messrs. Kazarian, Lederman and Setrakian, as well as their affiliate Japonica Partners, L.P., have no continuing interest in SOE. SOE remains the company's largest shareholder, holding approximately 51 million shares, or about 70 percent, of the total shares outstanding, without giving effect to SOE's ownership of warrants to purchase 4.65 million shares at $2.90 per share.
 The company will also make a cash severance payment to Mr. Kazarian of $3.9 million to settle his outstanding employment agreement with the company. The settlement also provides for mutual releases of all parties from ongoing litigation, and for the resignations of Messrs. Lederman and Setrakian from the company.
 "This transaction is of great benefit not only to all of our shareholders, but also to our customers and employees," Mr. Thayer said. "The repurchase provides the company with immediate increase in earnings per share. The company also retains ample liquidity to support the achievement of its long-term corporate goals. The balance sheet remains solid. Cash reserves exceed $80 million. And we look forward to the next phase of Sunbeam-Oster's growth."
 Sunbeam-Oster Company is a leading international consumer products company that develops, manufactures and markets a diversified portfolio of outdoor, household and specialty brand name products. The company's Sunbeam and Oster brands have been household names for generations and the company is a market share leader in many of its product categories.
 In a separate statement, Michael F. Price, president of Mutual Series Fund Inc., said: "We are very pleased to have settled these matters on the terms agreed. This settlement is in the best interests of the company and all its shareholders, including the SOE partnership in which our funds are partners. The settlement has no negative impact on our investment in Sunbeam-Oster in any respect, and we are very optimistic about our continuing participation in Sunbeam-Oster's future. The settlement is also beneficial to the funds because it terminates all pending litigations involving the funds and their advisor without cost to the funds."
 -0- 7/22/93 R
 /CONTACT: Dan Ferguson for Sunbeam-Oster, 212-614-4018/
 (SOC)


CO: Sunbeam-Oster ST: Rhode Island IN: HOU SU:

TM -- NY116R -- 4955 07/23/93 07:27 EDT
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Publication:PR Newswire
Date:Jul 23, 1993
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