PR Newswire March 15, 1985, Friday DISTRIBUTION: TO BUSINESS DESK LENGTH: 730 words DATELINE: SAN ANTONIO, Texas, March 15 KEYWORD: DATAPOINT ANNOUNCES AGREEMENT WITH EDELMAN BODY: SAN ANTONIO, Texas, March 15 /PRN/ -- Datapoint Corp. and Asher B. Edelman jointly announced today that they have reached an agreement under which the Datapoint board of directors will be reconstituted and its membership equally divided between certain members of the present Datapoint board and Edelman and his designees. As part of the agreement, Edelman has terminated his solicitation of consents, and the parties will terminate all pending litigation. Harold E. O'Kelley has relinquished his positions as Datapoint's chairman and chief executive officer and has resigned as a director. Edward P. Gistaro, current president and chief operating officer, was elected chief executive officer. Edelman will become chairman of the board effective March 22. Datapoint also reported that, under the direction of its newly constituted board, it will continue to work with Kidder, Peabody & Co. Inc. to solicit and evaluate offers to purchase Datapoint's businesses. Edelman and Kidder, Peabody have discussed the sales strategy and potential values and are in total agreement about them. The company said that Kidder, Peabody has already received a number of proposals and indications of interest to purchase various parts of its business. Datapoint said it is conducting discussions with respect to the sale of its domestic customer service business which indicate valuations in excess of $200 million. It has also received strong indications of interest for the sale of its core domestic manufacturing operations in excess of $100 million. The company said Kidder Peabody is conducting on-going discussions with a number of prospective buyers for its international marketing operations. Arbitrage Securities Co., a broker-dealer controlled by Edelman, will serve as joint investment banker with Kidder, Peabody under the agreement announced today. The parties also agreed that Datapoint will reimburse Edelman for his actual expenses in connection with the Datapoint matter. Datapoint also reported that it has completed the previously announced sale of its Inforex division to Recognition Equipment Inc. for $12 million. Gistaro stated: "We are pleased that Edelman and his designees are joining our board, and that they will contribute their time and energy to the on-going effort to maximize the value of Datapoint for all of our shareholders. We are pleased to put the controversy and litigation behind us and to go forward together. "Our present expectation is that we will continue to pursue the sale of parts of Datapoint's business, revamp some of its present PAGE 21 PR Newswire, March 15, 1985 operations, strengthen the company's position in its markets and with its customers. We are also fully committed to continuing to render first rate service to our customers and we intend to be sure that any transactions we enter into fully protect their interests. "On behalf of all Datapoint shareholders we express our gratitude to Mr. O'Kelley for his many years of dedicated service. We wish him well in his future endeavors." Edelman stated: "I am delighted that my associates and I have reached this agreement with Datapoint. We are extremely encouraged by the progress that has been made to maximize values for the company's shareholders and we are optimistic about Datapoint's future. "I am especially pleased that Mr. Gistaro will take the helm as Datapoint's chief executive officer. I am impressed with his ability and dedication, and I am sure that his management of the company will be an essential part of our efforts. Edelman added, "While I disagreed with the company's paying retention bonuses to its officers at this time, I do not intend to pursue the matter further." Datapoint's new 12-member board will consist of Gene K. Beare, Evelyn Berezin, Harry G. Bowles, Edward P. Gistaro, Dr. George Kozmetsky, and Dr. William C. Leone who are continuing directors and Asher B. Edelman, Raymond French, Daniel R. Kail, Dr. Roger LeRoy Miller, Charles P. Stevenson, and Dwight D. Sutherland who are newly elected members. For personal reasons William Karnes has resigned as a director. CONTACT -- Jim Fingeroth, 212-593-2655, or Lori Feinberg, 212-517-7106 (after hours), both of Kekst and Co., for Datapoint