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BRIEF-Equus signs agreement to acquire U.S. Gas & Electric

April 24 Equus Total Return Inc:

* Equus signs agreement to acquire U.S. Gas & Electric, Inc.

* Equus Total Return-consideration to be paid to usg&e shareholders consists of 32.6 million shares of equus stock at a deemed price of $3.28 per share

* Equus Total Return - consideration to be provided also consists of $40 million worth of 5-year mandatory convertible equus preferred stock

* Equus Total Return - preferred stock may be converted at any time into equus common stock at conversion prices ranging from $3.28 to $4.10 per share

* Equus Total Return Inc says consolidation may not be accretive to existing equus stockholders

* Equus-Assuming conversion of preferred stock at $3.28 per share, usg&e shareholders will hold about 76.8% of common stock of combined companies

* Equus Total Return Inc - definitive agreement to acquire and consolidate its operations with u.s. Gas & electric

* Equus Total Return Inc- in addition to approving consolidation, equus board of directors has also approved a 3-for-1 reverse split of its common stock

* Equus Total Return Inc - consolidation with u.s. Gas & electric will be effected in two stages

* Equus Total Return - first stage of consolidation consists of acquisition of 90.3 pct of USG&E's capital stock from mvc, certain other usg&e stockholders

* Equus Total Return - second stage of consolidation consists of merger of unit of equus with and into usg&e, with usg&e as surviving corporation Source text for Eikon: Further company coverage:

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