KDI Corp said it has agreedin principle to acquire Triangle Microwave Inc for 6.50 dlrs
plus a contingent payment for each Triangle share.
    It said holders of the contingent payment units will be
entitled to receive annual payments to the extent that the
predepreciation gross profits of Triangle Microwave in each of
the years 1987 through 1991 exceed threshholds ranging from
eight mln dlrs in 1987 to 14 mln dlrs in 1991.
    The company said holders of Triangle Microwave options and
warrants will be entitled to receive the difference between
6.50 dlrs and their exercise price, plus contingent payments.
    KDI said completion of the transaction is subject to
governmental approvals and the approval of Triangle Microwave
shareholders, and the transaction is valued at over 35 mln
dlrs.
    It said shareholders of Triangle Microwave controlling
about 30 pct of the company's stock have agreed to vote in
favor of the deal and to give KDI an option to buy their shares
under certain components.
    Triangle Microwave makes microwave components.  KDI, a
diversified company, produces electronic components, technical
products and swimming pool equipment.                
 Reuter
