Unisys to aquire Convergent

[Bruce Schlobohm]

The following is the press announcement that went out on the Analyst's
wire just after the stock market closed today.



		UNISYS ANNOUNCED AN AGREEMENT IN PRINCIPLE
			TO ACQUIRE CONVERGENT, INC.


BULE BELL, PA. -- August 10, 1988 -- Unisys Corporation and Convergent,
Inc. announced today an agreement in principle for Unisys to acquire
Convergent for $7.00 per Convergent share in a transaction that is
expected to be 45% cash and 55% Unisys common stock.  The structure of
the transaction will be completed over the next several weeks.  The
transaction will involve the merger of Convergent and a wholly-owned
Unisys subsidiary in which either Convergent or the Unisys subsidiary
will be the survivor.  Unisys will also reserve the right to alter the
structure to be all cash or all stock.  The agreement is subject to
due diligence reviews, approval of definitive merger agreements by
both Boards of Directors and Convergent shareholders, and customary
federal regulatory approvals.
	Unisys Chairman and CEO W. Michael Blumenthal said "This
transaction will transform a long-standing and successful alliance
between our companies into a major new strategic thrust.  Convergent
will become a cornerstone of our rapidly growing business in
distributed systems based on open industry standards and state-of-
the-art networking technologies.  Convergent's skills and expertise in
engineering, manufacturing, and third-party sales will allow us to
play a broader role in this market."
	Convergent's Chairman Paul C. Ely will join the Unisys
Management Board reporting to Blumenthal and will assume the
leadership role in the Unisys worldwide distributed systems business,
helping to guide the design, engineering, manufacturing, procurement,
logistics, third-party sales and marketing strategies for Unisys
systems based on CTOS/BTOS, UNIX and DOS/OS-2 operating systems.
Blumenthal said that "Ely's exceptionally broad experience as a
computer executive, entrepreneur, and leader in both large and small
company contexts will add significantly to Unisys senior management
team."
	Cyril Yansouni, Convergent's president, will assume overall
responsibility for Convergent, managing Convergent Technologies and
Convergent Business Systems, reporting directly to Ely.  Both will be
headquarted at Convergent's facilities in San Jose.  Blumenthal said,
"Cyril's leadership has been a key factor in Convergent's improving
performance, and we are confident he can make significant
contributions to the success of Unisys.  We are committed to
Convergent's customers.  We'll strive to expand Convergent's
considerable OEM and third-party business.  Their effort to serve
independent business through Convergent Business Systems will continue
as well."
	Paul Ely, Convergent's chairman, said, "This merger will
provide a handsome and fair return to Convergent's stockholders and
will give the entire Convergent team a uniquely attractive opportunity
to play a big role in the industry trend toward distributed open
systems solutions.  Unisys has backed Convergent from the start, has
succeeded worldwide with Convergent products and open systems, and
accounts for about 20% of Convergent's revenues.  Unisys has clearly
committed its capital, energies and worldwide resources to the cause
of open industry standards and sophisticated approaches to distributed
processing.  I believe our combination of strengths carries tremendous
potential to help reshape the industry.  Convergent and Unisys, and
Mike and I share a common vision of what open distributed systems can
mean for the future of business computing."
	Unisys projects that its distributed systems business will
generate $1.7 billion in revenue in 1988, including systems,
peripherals, software and services.  Together as a combined company,
Unisys and Convergent will save a distributed systems business which
has annual revenue in excess of $2 billion a year.  Unisys said it
foresees no material impact from the acquisition to 1989 earnings and
expects a positive earnings impact thereafter from Convergent's
revenue growth and the substantial synergies in engineering,
manufacturing, and third-party sales flowing from the merger.
	Unisys was a founding supporter of Convergent's leading edge
networkable workstations, using [the] CTOS/BTOS operating system,
which it both procures from Convergent and manufactures in its own
plants around the world.  About 500,000 of these systems have been
installed worldwide, 300,000 by Unisys and another 200,000 by other
Convergent customers.  Unisys has opened the BTOS line to industry
standard operating systems and communications standards and foresees
significant growth for these products, as well as major recurring
sales to the worldwide installed base.  This year Unisys began
marketing, as the U 6000/50, Convergent's new 386-based UNIX product,
which has also enjoyed great success and will lead to a comprehensive
family of 386-based UNIX systems.
	Blumenthal observed that "this merger signals a significant
Unisys commitment to serve as a self-sufficient source of high-quality
engineering and low-cost manufacturing for distributed systems.  With
Ely's leadership, we aim to provide the industry's leading products to
both our direct and indirect customers around the world, and to secure
enhanced margins from adding more value across the entire range of
these computer systems."