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DELTONA TO CHANGE HANDS

 DELTONA TO CHANGE HANDS
 MIAMI, June 12 /PRNewswire/ -- Deltona's (NYSE: DLT) board of


directors has approved a transaction with Selex Sittard B.V. which, upon completion, would provide Deltona with $3 million in new financing and result in a change in control of the company since, among other things, it is contingent on the sale by Empire of Carolina, Inc. (AMEX: EMP) of its 39.2 percent stake in Deltona to Selex.
 This transaction will allow, and is subject to, Deltona completing debt restructuring negotiations with its principal lending banks and securing $8 million of additional new financing through the completion of a sale of contracts receivable so as to enable the company to resolve the lawsuit which had been filed against it by the Division of Florida Land Sales, Condominiums and Mobile Homes last October, pay its delinquent real estate taxes, and be in a position to stimulate the rebuilding of its housing and retail land sales business.
 The transaction provides for Selex to loan Deltona $3 million collateralized by a first mortgage on certain of Deltona's properties in its St. Augustine Shores community. The loan would initially bear interest at 10 percent per annum, with interest deferred for the first 18 months of the loan. A major portion of the loan would be used towards payment of Deltona's delinquent 1990 and 1991 real estate taxes, with the balance being used to acquire certain commercial and multi- family properties in St. Augustine Shores.
 A principal condition of the transaction is that Empire sell its 2,220,066 shares of Deltona common stock to Selex and also assign Selex its $1 million note from Deltona. In addition, Maurice A. Halperin, chairman of Deltona and Empire, would forgive payment of his first year's salary of $200,000 which is in arrears, and there would be a change in the composition of Deltona's board. The six directors previously designated by Empire would resign (Leonard M. Bush, Maurice A. Halperin, Barry S. Halperin, J. Artie Rogers, Sumner Segal and Steven N. Whitehill) and four individuals designated by Selex would serve in their stead. The two independent, outside directors serving on Deltona's board, Neil E. Bahr and Thomas B. McNeill, would continue to serve as directors of the company. If an additional independent, outside director is nominated for election at the company's 1992 annual meeting of stockholders, Selex would also have the right to designate an additional nominee.
 The agreement reached with Selex would also enable Selex to convert a portion of its loan to the company into shares of Deltona's common stock, if such proposal is approved by Deltona's stockholders at the company's forthcoming annual meeting. The maximum amount of the loan that would be convertible would be an amount that would provide Selex with an aggregate holding in the Miami-based developer of no more than 49.9 percent of its then-outstanding common stock, and the conversion price would be equal to the greater of $1.25 per share or 95 percent of the market price of Deltona's common stock at the time of conversion, but not to exceed $4.50 per share.
 Deltona previously announced that it had been delayed in issuing its financial statements for 1991, pending the outcome of these negotiations. It is now anticipated that such negotiations will be completed within the next week, and that the company will release its financial results and its 1991 annual report to stockholders shortly thereafter. In light of these developments, the company will be rescheduling its 1992 annual meeting of stockholders to be held in Miami this fall.
 Deltona is the developer of nine planned communities, extending from the Florida Panhandle through the state's Gulf Coast and encompassing approximately 100,000 acres.
 -0- 6/12/92
 /CONTACT: Michelle R. Garbis of The Deltona Corporation, 305-854-1111/
 (DLT EMP) CO: The Deltona Corporation; Selex Sittard B.V.;
 Empire of Carolina, Inc. ST: Florida IN: CST SU:


JJ-AW -- FL007 -- 9783 06/12/92 15:32 EDT
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Date:Jun 12, 1992
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