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UNITED THERMAL ENTERS MERGER AGREEMENT WITH TRIGEN ENERGY

 NEW YORK, Oct. 19 /PRNewswire/ -- The board of directors of United Thermal Corporation (NASDAQ: UNTH) announced today that on Oct. 18, 1993, upon the recommendation of a special committee of the board of directors composed of non-management directors, UTC entered into a merger agreement pursuant to which Trigen Energy Corporation, subject to its acquiring the approximately 83 percent block of UTC common stock held by Catalyst Energy Corporation, has agreed, through a wholly owned subsidiary, to acquire all publicly held shares of UTC for $4.50 per share in cash.
 The obligation of Trigen to acquire such shares is subject to the acquisition by Trigen's subsidiary of shares of UTC stock held by Catalyst. Although Trigen has represented in the merger agreement that it intends to enter into an agreement with Catalyst for the purchase by Trigen of Catalyst's shares of UTC, UTC can give no assurance that any such agreement will be reached or that any acquisition of Catalyst shares under such an agreement will be consummated. The ability of Trigen to acquire the UTC stock held by Catalyst, and, consequently to acquire all publicly held shares of UTC, is subject, among other things, to Trigen entering into definitive financing agreements and to the receipt of necessary regulatory approvals.
 The merger agreement provides that in the event that Trigen acquires the shares of UTC stock held by Catalyst, Trigen will promptly thereafter either commence a tender offer (followed by a second-step merger) or effect a short-form merger. The merger agreement also provides that the public stockholders will receive the greatest of $4.50 per share, the price per share paid to Catalyst and the price per share paid for any other shares of UTC.
 In arriving at its recommendation to approve the tender offer and merger, the Special Committee considered, among other things, the opinion of Dean Witter Reynolds Inc., the special committee's financial advisor, delivered on Oct. 18, 1993, that the consideration to be paid pursuant to the merger agreement is fair, from a financial point of view, to UTC's stockholders (other than Catalyst and its affiliates).
 United Thermal Corporation, the nation's second-largest supplier of district steam energy, owns and operates the district steam systems in Philadelphia, Boston, Baltimore and St. Louis. The steam is produced in central plants and distributed through underground pipeline systems to customer buildings. UTC also develops, acquires, owns and operates electric and steam generating plants through its subsidiary, United Thermal Development Corporation.
 -0- 10/19/93
 /CONTACT: Joseph S. Sibiga of United Thermal Corporation, 212-750-3400/
 (UNTH)


CO: United Thermal Corporation; Trigen Energy Corporation;
 Catalyst Energy Corporation ST: New York IN: OIL SU: TNM


TS -- NY037 -- 3849 10/19/93 10:20 EDT
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Publication:PR Newswire
Date:Oct 19, 1993
Words:449
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