Datapoint Gives Dissident Post of Chairman

Associated Press

Asher B. Edelman was named chairman of Datapoint Corp. as part of an agreement Friday between the New York investor and Datapoint to restructure the computer maker's board of directors.

As part of the agreement, Harold E. O'Kelley resigned as chairman, chief executive and a director of Datapoint.

The agreement was a major victory for dissident Edelman, a 45-year-old financier who has been seeking control of the San Antonio-based company for the past few months.

The agreement calls for Datapoint to have a 12-member board that includes six present Datapoint directors, Edelman and five of his designees. Edelman is scheduled to officially become chairman March 22.

Edward P. Gistaro, currently Datapoint's president and chief operating officer, was named chief executive and will remain a director.

Tender Offer

Three months ago, Edelman disclosed that he owned more than 8% of Datapoint's shares, and a month later he offered $23 a share, or $416.3 million, to acquire the company. Datapoint rejected the offer but began inviting takeover proposals from other interested parties.

Then, in late January, Edelman withdrew his bid and, until Friday, was seeking shareholders' consent to oust Datapoint's directors, replace them with his own designees and then sell the company to a third party or parties. Edelman previously has done the same with other companies.

Datapoint's board then changed the company's bylaws to make the consent solicitation more difficult, a change Edelman successfully blocked in court.

Regardless, Edelman dropped his solicitation of shareholders' consent as part of the new agreement, and all litigation pending between the parties was canceled.

However, Edelman and Datapoint said they would continue pursuing the possible sale of Datapoint's operations. They said discussions already were under way to sell its domestic customer-service business for more than $200 million.

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