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DWG CORP. BOARD OF DIRECTORS RATIFIES LETTER OF INTENT

 DWG CORP. BOARD OF DIRECTORS RATIFIES LETTER OF INTENT
 MIAMI, Sept. 11 /PRNewswire/ -- DWG Corp. (AMEX: DWG) announced


today that its board of directors has unanimously ratified and approved a binding letter of intent that had been executed on Sept. 3, 1992 among DWG, Trian Group, L.P. (a limited partnership controlled by Nelson Peltz and Peter May), and Victor Posner and related entities controlled by him, who are the owners of an aggregate of 11,965,733 shares of its common stock, which constitutes approximately 46.3 percent of the outstanding voting power of DWG.
 As previously reported, the letter of intent provides for, among other things, the sale by Victor Posner and such related entities of one-half of their shares of common stock of DWG to Trian Group, L.P. for $12.00 per share and the exchange of the remaining one-half of the shares of common stock of DWG held by them for shares of newly created non-voting, convertible preferred stock of DWG with an aggregate stated value of $71,794,392 and a cumulative annual dividend of 8 1/8 percent.
 In addition, as previously reported, upon the consummation of the transactions, Victor Posner will resign as chairman of the board, chief executive officer and as a director of DWG and its subsidiaries, and Steven Posner will remain vice chairman of the board. The transactions contemplated by the letter of intent are subject to, among other things, execution and delivery of definitive agreements, approval of the shareholders of DWG, any regulatory approvals required, DWG and certain of its subsidiaries refinancing certain indebtedness on satisfactory terms, and dismissal of certain proceedings pending in the United States District Court for the Northern District of Ohio.
 In connection with the resolution of such proceedings, DWG reported that on Sept. 10, 1992 at a working session concerning resolution of such pending litigation held in the chambers of Chief Judge Thomas Lambros of the United States District Court for the Northern District of Ohio, an agreement in principle for resolution of such litigation satisfactory to counsel for plaintiffs in such actions was reported to the court.
 -0- 9/11/92
 /CONTACT: Jack Coppersmith, executive vice president and chief financial officer of DWG Corporation, 305-866-7771/
 (DWG) CO: DWG Corporation; Trian Group, L.P. ST: Florida IN: SU:


JJ-AW -- FL011 -- 8445 09/11/92 11:35 EDT
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Publication:PR Newswire
Date:Sep 11, 1992
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