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EMERSON RADIO PROXY CONTEST SETTLED

 EMERSON RADIO PROXY CONTEST SETTLED
 NORTH BERGEN, N.J., June 25 /PRNewswire/ -- Emerson Radio Corp.


(NYSE: EME) and Fidenas Investment Limited today announced that Emerson and Fidenas have entered into a settlement agreement under which Emerson will not oppose the election as directors of Emerson of Fidenas' slate of nominees at the Emerson annual meeting scheduled to be held on July 7, 1992, and all litigation between Emerson and Fidenas will be discontinued. To implement the settlement, Emerson's board has withdrawn its slate of nominees.
 Under the agreement, Fidenas has agreed to use its best efforts to assist Emerson in completing the previously announced restructuring of Emerson's outstanding debt. Fidenas has also agreed, subject to the conditions described in Fidenas' proxy materials, to put in an equity infusion totalling $32.5 million (reduced by the price paid by Fidenas if it purchases Emerson's stock recently issued to three investors). In addition, Fidenas has agreed to provisions designed to safeguard the interests of Emerson's public shareholders, including provisions as to the maintenance of Emerson's NYSE listing, the inclusion of outside directors on Emerson's board and procedures for the approval of any transactions between Fidenas and Emerson. Emerson has agreed not to issue any stock or to take certain other actions pending the election of the board at the upcoming annual meeting.
 "We believe this resolution is in the best interests of Emerson and its shareholders and other constituencies," said Gerald Zarin, the chairman, president and chief executive officer of Emerson. "It puts behind us the substantial expenses and distractions of the proxy contest and related litigation, and enables the company to focus its efforts on seeking to preserve and complete its proposed debt restructuring and the development of its business." Upon the election of the new board, Zarin will remain with Emerson as a consultant for six-month period.
 "Fidenas is Emerson's largest shareholder, and as a result we have every interest in the prompt restructuring of Emerson's debt and in the future health and growth of Emerson," said Geoffrey Jurick, president of Fidenas. "We are pleased that the proxy contest is over, so we can all work toward the common goal of returning Emerson towards profitability as soon as possible."
 Emerson designs and markets a full line of popularly priced consumer electronics products. The range of the company's products includes televisions, video cassette recorders, portable compact disc players, radios, stereo systems, tape players and recorders and microwave ovens.
 -0- 6/25/92
 /CONTACT: Robert Siegfried of Kekst and Company, 212-593-2655, for Emerson Radio Corp.; or Ron Schneider of Georgeson & Co., 212-440-9960, or Eugene I. Davis, 214-747-2400, for Fidenas Investment/
 (EME) CO: Emerson Radio Corp. ST: New Jersey IN: SU:


TQ-TS -- NY019 -- 3641 06/25/92 09:20 EDT
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Publication:PR Newswire
Date:Jun 25, 1992
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